Common use of The Guarantee Clause in Contracts

The Guarantee. The Guarantors hereby jointly and severally guarantee to each of the Secured Parties and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of all the obligations, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms hereof and thereof and including all interest and expenses accrued or monetary obligations incurred subsequent to during the commencement pendency of any bankruptcy bankruptcy, insolvency, examinership, receivership or insolvency other similar proceeding with respect to of the Borrower Borrower, regardless of whether allowed or any other Obligor, whether or not such interest or expenses are allowed as a claim allowable in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to the Administrative Agent and each of the Secured Parties Lender, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Term Loans, all fees and other amounts and Obligations from time to time owing to the Administrative Agent and any Lender by the Borrowers under this Agreement or under any other Loan Document and by any other Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally severally, as a primary obligor and not merely as a surety, guarantee to each Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest interest, fees and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding proceedings with respect to the Borrower or any other ObligorBorrower, whether or not such interest interest, fees or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each of the Secured Parties Party and their respective successors and assigns permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (other thani) the Loans made by the Lenders to the Borrower, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantorand (ii) hereunder and the other Loan Documents, including all obligations Notes held by each Lender of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including (2) all interest and expenses accrued or incurred subsequent other Obligations from time to time owing to the commencement of any bankruptcy or insolvency proceeding with respect to Secured Parties by the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding Loan Parties (such obligations being herein collectively called the “Guaranteed Obligations”; provided, that Guaranteed Obligations shall exclude all Excluded Swap Obligations). The Guarantors Each Guarantor hereby further jointly and severally agree that agrees that, if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to the Administrative Agent and each of the Secured Parties Lender, and their respective its successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Term Loans, all fees and other amounts and Obligations from time to time owing to the Administrative Agent and any Lender by the Borrower under this Agreement or under any other Loan Document and by any other Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to each of the Secured Parties and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Loan Documents, including all obligations of Obligations from time to time owing to the Borrower and its Subsidiaries arising Secured Parties by any Credit Party under any Secured Hedging AgreementsLoan Document or Interest Rate Protection Agreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of, and premium and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, Party in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or any other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to the Administrative Agent and each of the Secured Parties Lender, and their respective its successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans, all fees and other amounts and Obligations from time to time owing to the Administrative Agent and any Lender by Borrower under this Agreement or under any other Loan Document and by any other Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Subsidiary Guarantor hereby jointly and severally guarantee guarantees (the “Subsidiary Guarantee”), as a primary obligor and not as a surety, to the Trustee and each of the Secured Parties Holder and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturityStated Maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the Obligations (United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Notes, and all other than, with respect obligations from time to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder time owing to the Trustee and the other Loan Documents, including all obligations of Holders by the Borrower Company under this Indenture and its Subsidiaries arising under any Secured Hedging Agreementsthe Notes, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding hereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further Each Subsidiary Guarantor jointly and severally agree agrees that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors each Subsidiary Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document or Interest Rate Protection Agreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and all obligations of the Borrower and or any of its Subsidiaries arising under to any Secured Lender (or any Affiliate of any Lender) in respect of any Hedging AgreementsAgreement, in each case strictly in accordance with the terms hereof and thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or any of its Subsidiaries shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document or Interest Rate Agreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Subsidiary Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to the Administrative Agent and each of the Secured Parties Lender, and their respective its successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Term Loans, all fees and other amounts and Obligations from time to time owing to the Administrative Agent and any Lender by Borrowers under this Agreement or under any other Loan Document and by any other Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of the Secured Parties Lenders and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest on the Obligations (other than, with respect Loans made by the Lenders to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising all fees and other amounts from time to time owing to the Lenders by the Borrower under this Agreement or under any Secured Hedging Agreementsother Loan Document and by any other Obligor under any of the Loan Documents, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to the Administrative Agent and each of the Secured Parties Lender, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Term Loans, all fees and other amounts and Obligations from time to time owing to the Administrative Agent and the Lenders by the Borrower under this Agreement or under any other Loan Document and by any other Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the Obligations United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrower (other than, with respect to any Guarantor, any Excluded Swap Obligations of than such Guarantor) hereunder ), and all other Obligations from time to time owing to the other Secured Parties by any Loan Documents, including all obligations of Party under any Loan Document or the Borrower and its Subsidiaries arising or any Restricted Subsidiary under any Secured Hedging AgreementsHedge Agreement or any Cash Management Obligations, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly absolutely, unconditionally and severally guarantee irrevocably guarantees to each of the Secured Parties Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of: (a) the principal of and interest on the Loans and the L/C Reimbursement Obligations and all fees, premiums, costs, expenses, indemnification payments and other amounts or obligations whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent or any of them by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and (b) all obligations of the any Borrower and its Subsidiaries arising to any Lender (or any Affiliate thereof) under any Secured Hedging AgreementsAgreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower any Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, Party in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby irrevocably jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and under the Notes and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Basic Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof (and including all interest and expenses accrued giving effect to any amendment or incurred subsequent to the commencement modification of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding terms) (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Guarantor hereby jointly unconditionally and severally guarantee irrevocably guarantees, as primary obligation and not merely as surety, to each of the Secured Parties Owner Lessor and their respective its successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan DocumentsRent, including all obligations of Termination Value, due to the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case Owner Lessor strictly in accordance with the terms thereof of the Facility Lease and including all interest and expenses accrued or incurred subsequent the other Operative Documents; PROVIDED, that the Guarantor's obligations hereunder shall not be subject to the commencement limitation on claims set forth in SECTION 18.19 of any bankruptcy the Participation Agreement, SECTION 17.2 of the Facility Lease or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding provisions of the Subordination Agreement (such obligations being herein collectively called the “"GUARANTEED OBLIGATIONS"); PROVIDED, FURTHER, that the Guaranteed Obligations”)Obligations constituting Termination Value may be limited as set forth in Section 2.03 of this Guarantee. The Guarantors Guarantor hereby further jointly and severally agree agrees that if the Borrower Facility Lessee shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed ObligationsObligation payable by it, the Guarantors Guarantor will promptly pay the samesame without set-off or deduction and, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed ObligationsObligation, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Original Guarantor and all Guarantors hereby executing a Joinder Agreement hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each of the Secured Parties Lender and their respective its successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations Title 11 of the Borrower United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Revolving Loans made by the Lender to the Borrower, and its Subsidiaries arising under all other Obligations from time to time owing to the Lender by any Secured Hedging Agreements, Loan Party in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of the Secured Parties Agent and the Lenders, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans, all of fees and other amounts and Obligations from time to time owing to the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder Agent and the other Loan Documents, including all obligations of Lenders by the Borrower and its Subsidiaries arising each other Obligor under this Agreement or under any Secured Hedging Agreementsother Loan Document, in each case strictly in accordance with the terms hereof and thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or any other Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will shall promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrowers, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document or Interest Rate Protection Agreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever(except as required by Applicable Law), and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly guarantees, as a primary obligor and severally guarantee not merely as a surety to each of the Secured Parties Beneficiary and their respective its successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Beneficiaries by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors each Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each of the Secured Parties Party and their respective successors and assigns permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of Bankruptcy Code after any bankruptcy or insolvency proceeding with respect petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to Borrower, and (ii) the Notes held by each Lender of Borrower and (2) all other Obligations from time to time owing to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding Secured Parties by the Loan Parties (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree that agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each of the Secured Parties Lender and their respective successors and assigns permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (other thani) the Term Loan made by the Lenders to the Borrower, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantorand (ii) hereunder and the other Loan Documents, including all obligations Term Notes held by each Lender of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including (2) all interest and expenses accrued or incurred subsequent other Obligations from time to time owing to the commencement of any bankruptcy or insolvency proceeding with respect to Lenders by the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding Loan Parties (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree that agrees that, if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Guarantor hereby jointly irrevocably and severally guarantee unconditionally guarantees to each of the Secured Parties Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest on the Obligations (other than, with respect Facility made by the Lenders to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising evidenced by the Note and all other amounts from time to time owing to the Creditors by the Borrower under this Agreement, under the Note, under any Secured Hedging AgreementsInterest Rate Agreements and under any of the Security Documents, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Guarantor hereby further jointly and severally agree agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees to each of Lender, the Secured Parties Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower, all of LC Disbursements and all other amounts from time to time owing to the Obligations (other thanLenders, with respect to the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan DocumentsDocument, including and all obligations of the Borrower and its Subsidiaries arising to any Lender under any Secured Hedging AgreementsAgreement or arising from or related to cash management services, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”). The Guarantors ") Each Guarantor hereby further jointly and severally agree agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly absolutely, unconditionally and severally guarantee irrevocably guarantees to each of the Secured Parties Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of: (a) the principal of and interest on the Loans and the L/C Reimbursement Obligations and all fees, premiums, costs, expenses, indemnification payments and other amounts or obligations whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent or any of them by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and (b) all obligations of the any Borrower and its Subsidiaries arising to any Lender (or any Affiliate thereof) under any Secured Hedging AgreementsAgreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower any Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.in

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrowers, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Loan Document or Lender Hedging AgreementsAgreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the any Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as primary obligors and not as a surety, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations Title 11 of the Borrower United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and its Subsidiaries arising any Notes held by each Lender of, the Borrower, and all other Obligations from time to time owing to the Secured Parties by any Credit Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further hereby, jointly and severally severally, agree that if the Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrowers, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors (a) [Reserved]. (b) Each Company Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of Bankruptcy Code after any bankruptcy or insolvency proceeding with respect petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Company Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Company Borrower, (iii) the Other Loans made by any lender thereof, and (iv) the Notes held by each Lender of the Company Borrower or any and (2) all other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding Obligations from time to time owing to the Secured Parties by the Company Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Guaranteed Guarantor Obligations”). The Guarantors Each Company Guarantor hereby further jointly and severally agree that agrees that, if the Company Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Guarantor Obligations, the Guarantors such Company Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of Bankruptcy Code after any bankruptcy or insolvency proceeding with respect petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to any Borrower, (ii) the Incremental Loans made by the Incremental Term Lenders or Incremental Revolving Lenders to any Borrower, (iii) the Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2) all other Obligations from time to time owing to the Secured Parties by any Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations under clauses (1) and (2) being herein collectively called the “Guaranteed Guarantor Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree that agrees that, if the any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Guarantor Obligations, the Guarantors such Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Guarantor hereby jointly and severally guarantee guarantees to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest on the Obligations (other thanLoans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Note(s) held by each Lender of, the Company and all other Loan Documents, including amounts from time to time owing to the Lenders or the Administrative Agent by the Company under the Credit Agreement and under the Basic Documents and all obligations of the Borrower Reimbursement Obligations and its Subsidiaries arising under any Secured Hedging Agreementsinterest thereon, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors Guarantor hereby further jointly and severally agree agrees that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to the Administrative Agent and each of the Secured Parties Lender, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Term Loan, all fees and other amounts and Obligations from time to time owing to the Administrative Agent and any Lender by the Borrowers under this Agreement or under any other Loan Document and by any other Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document, Specified Swap Agreement or Operating Indebtedness Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The initial Guarantors as of the Effective Date, and each other Person who may from time to time become a Guarantor hereunder, hereby jointly and severally guarantee guarantees to each of Lender and the Secured Parties Agent and their its respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrowers, all fees and other amounts from time to time owing from the Borrowers to the Lenders hereunder, and all other Obligations of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations Borrowers and each of such Guarantor) hereunder and their Subsidiaries under the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding Facility Documents (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower Borrowers or any Subsidiary shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will such Guarantor shall promptly pay the samesame upon demand therefor by the Agent or the Lenders, without any further demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties and their respective successors and assigns Party the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Laws after any bankruptcy or insolvency petition under the Bankruptcy Laws) on the Notes held by the Holders of, the Company, and all other Obligations (from time to time owing to the Holders by the Company, under this Agreement and under the Notes and by any Obligor under any of the other thanTransaction Documents, with respect to any Guarantor, any Excluded Swap and all Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of Obligors to the Borrower and its Subsidiaries arising under any Secured Hedging AgreementsParty, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee severally, and absolutely and unconditionally, guarantees to each of the Secured Parties Lender and their its respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwiseotherwise and at all times thereafter) of all of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. “Guaranteed Obligations” shall mean, collectively, (a) the Obligations, (b) all Hedging Obligations permitted under the Credit Agreement owing to the Lender or any of its Affiliates, and (c) all Cash Management Obligations permitted under the Credit Agreement owing to the Lender or any of its Affiliates, provided that “Guaranteed Obligations” shall not, as to any Guarantor, include any Excluded Swap Obligations of such Guarantor.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Loan Documents, including all obligations of Obligations from time to time owing to the Borrower and its Subsidiaries arising Secured Parties by any Credit Party under any Secured Hedging AgreementsLoan Document or Interest Rate Protection Agreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each of Administrative Agent or the Secured Parties Lenders (collectively, the “Creditors”) and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of applicable Debtor Relief Laws) on the Loans made by the Lenders to the Borrower, and all of other Credit Document Obligations from time to time owing to the Obligations (other than, with respect to Creditors by any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Credit Party under any Secured Hedging AgreementsCredit Document entered into with a counterparty that is a Creditor, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Creditor and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanApplicable Insolvency Law after any bankruptcy or insolvency petition under the Applicable Insolvency Law) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Loan Documents, including all obligations of Obligations from time to time owing to the Borrower and its Subsidiaries arising Creditors by any Obligor under any Secured Credit Document or Hedging AgreementsAgreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the any Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Each of the Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to the DIP Lender and the DIP Agent and each of the Secured Parties and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after the Petition Date) on the DIP Loans made by the DIP Lender to the DIP Borrower, and all other Obligations (other than, with respect and/or liabilities from time to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder time owing to the DIP Lender and the other DIP Agent by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party hereunder or under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding related DIP Loan Documents (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the DIP Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, Party in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each of Agent and the Secured Parties Lenders and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations Title 11 of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of United States Code after any bankruptcy or insolvency proceeding with respect to petition under Title 11 of the Borrower or any other Obligor, United States Code whether or not any such interest interest, fees, costs or expenses charges are allowed as a claim in such any proceeding thereunder) the Loan made by the Lenders to Borrower, and all other Obligations from time to time owing to Agent and the Lenders by any Credit Party under any Loan Document (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to the Administrative Agent and each of the Secured Parties Lender, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Term Loan, all fees and other amounts and Obligations from time to time owing to the Administrative Agent and the Lenders by the Borrower under this Agreement or under any other Loan Document and by any other Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby hereby, jointly and severally guarantee guarantee, each as a primary obligor and not merely as a surety, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and the prompt payment and performance of all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay and perform in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cash and/or perform the same, as the case may be, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Basic Documents, including and all obligations of Borrower or any Subsidiary to any Lender in respect of any Interest Rate Protection Agreement and all Obligations owing to the Borrower and its Subsidiaries arising Issuing Lender under any Secured Hedging Agreementsthe Letter of Credit Documents, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each of the Secured Parties Lender and Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower and all other Loan Documents, including all obligations Obligations from time to time owing to the Lenders or Agents by Borrower under this Agreement and under the Notes and by any Obligor under any of the Borrower and its Subsidiaries arising under any Secured Hedging Agreementsother Credit Documents, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors hereby further jointly and ---------------------- severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly ------------- and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and all obligations of the Borrower and its Subsidiaries arising under to any Secured Lender (or any affiliate of any Lender) in respect of any Hedging AgreementsAgreement, in each case in the Currency thereof and otherwise strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary ---------------------- Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee irrevocably guarantees to each of Lender, the Secured Parties Existing Agent and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest on the Loans made by the Lenders to each of the Account Parties and Reimbursement Obligations and interest thereon of each Specified Account Party (other than, than such Guarantor in its capacity as an Account Party hereunder) and all other amounts from time to time owing to the Lenders (including interest or fees accruing after the filing of a petition or commencement of a case by or with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Account Party seeking relief under any Secured Hedging Agreementsbankruptcy, insolvency, reorganization, moratorium, examination or similar laws of general applicability affecting the enforcement of creditors’ rights, whether or not the claim for such interest or fees is allowed in such proceedings), the Existing Agent or the Administrative Agent by such Account Parties under this Agreement or any other Credit Document, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower any Account Party (other than such Guarantor in its capacity as an Account Party hereunder) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This is a guarantee of payment and not collection.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or Credit Agreement ---------------- otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Note held by each Lender of, the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and under the Notes and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and all obligations of the Borrower and Company or any of its Subsidiaries arising under to any Secured Lender (or any affiliate of any Lender) in respect of any Hedging AgreementsAgreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Affiliate Guarantors hereby jointly and severally guarantee to each of the Secured Parties and their respective successors and assigns Purchaser the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness of every nature of each Loan Party from time to time owed to Purchaser under the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Purchase Documents, including all obligations Notes, the principal amount of all other debts, claims and indebtedness, including accrued and unpaid interest, and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing, due or payable under the Borrower and its Subsidiaries arising Purchase Documents whether before or after the filing of a proceeding under the bankruptcy code by or against any Secured Hedging AgreementsLoan Party (collectively, the "Guaranteed Obligations"), in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”)hereof. The Affiliate Guarantors hereby further jointly and severally agree that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Affiliate Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as primary obligors and not as sureties to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the Obligations (other thanUnited States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby (a) Each Guarantor jointly and severally guarantee hereby, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to each holder of the Secured Parties and their respective successors and assigns any Note or Notes at any time outstanding (a) the prompt payment in full full, in Euros or Dollars, as applicable, in respect of any Note, when due (whether at stated maturity, by acceleration acceleration, by mandatory or optional prepayment or otherwise) of all the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes (including, without limitation, interest on any overdue principal, Make-Whole Amount, Net Loss and, to the extent permitted by applicable law, on any overdue interest and on payment of additional amounts described in Section 13 of the Obligations (Note Purchase Agreement) and all other than, with respect amounts from time to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder time owing by the Company under the Note Purchase Agreement and the other Loan DocumentsNotes (including, including without limitation, costs, expenses and taxes in accordance with the terms hereof), and (b) the prompt performance and observance by the Company of all obligations of the Borrower covenants, agreements and conditions on its Subsidiaries arising under any Secured Hedging Agreementspart to be performed and observed hereunder, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that the Guaranteed Obligations may be increased, extended, renewed or otherwise modified in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such increase, extension, renewal or modification. The Guarantors hereby further jointly and severally agree Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any constitute part of the Guaranteed Obligations, Obligations and would be owed by any other Guarantor to the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any holders of the Guaranteed ObligationsNotes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, the same will be promptly paid in full when due (whether at extended maturityliquidation, by acceleration insolvency, administration or otherwise) in accordance with the terms of reorganization or similar proceeding involving such extension or renewalother Guarantor.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the following obligations (such obligations being herein collectively called the "Guaranteed Obligations"): (a) the principal of and interest on the Obligations (other thanRevolving Credit Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Revolving Credit Notes and Reimbursement Obligations held by each Lender of, the Borrower; and (b) subject to the limitation set forth in Section 6.10, the principal of and interest on the Facility A and Facility B Term Loans made by the Lenders to, and the Facility A and Facility B Term Loan DocumentsNotes of, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging AgreementsBorrower, Credit Agreement in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”)thereof. The Subsidiary Guarantors hereby further jointly and severally agree that that, subject to the limitation set forth in Section 6.10, if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as primary obligors and not as a surety, to each of the Secured Parties Lender and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and any Notes held by each Lender of, the Borrower, and all other Obligations (other than, with respect from time to time owing to any Guarantor, Lender by any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Credit Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further hereby, jointly and severally severally, agree that if the Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as a sureties to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each of the Secured Parties Lender and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the promissory notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Lenders by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest interest, fees and expenses accrued or incurred subsequent to the commencement commmencement of any bankruptcy or insolvency proceeding proceedings with respect to the Borrower or any other ObligorBorrower, whether or not such interest interest, fees or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, the Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further hereby, jointly and severally severally, agree that if the Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of Bankruptcy Code after any bankruptcy or insolvency proceeding petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders, (ii) the Incremental Loans made by the Incremental Lenders (iii) the Other Loans made by the applicable Lenders and (iv) the Notes held by each Lender and (2) all other Obligations from time to time owing to the Secured Parties (such obligations being herein called the “Guaranteed Obligations”); provided that subject to the limitations set forth in Section 10.7, with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed Co-Borrower in its capacity as a claim in such proceeding (such obligations being herein collectively called the “Guarantor hereunder, this Guarantee shall apply to all Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree that agrees that, if the Borrower Guaranteed Obligations shall fail to pay not be paid in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations), the Guarantors such Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby hereby, jointly and severally guarantee guarantee, each as a primary obligor and not merely as a surety, to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lender to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by the Lender of, the Borrower, and the prompt payment and performance of all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Subsidiary Guarantor(s) shall fail to pay and perform in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cash and/or perform the same, as the case may be, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Purchaser and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations United States Federal Bankruptcy Code of 1978, as amended or supplemented from time to time (other than, with respect the "Bankruptcy Code") after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Debentures issued to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and held by the other Loan Documents, including all obligations of Purchasers from time to time owing to the Borrower and its Subsidiaries arising Purchasers by Infocrossing under any Secured Hedging Agreementsthe Purchase Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”). .") The Guarantors hereby further jointly and severally agree that if the Borrower Infocrossing shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Subject to Section 1.03, the obligations of the Guarantors under this Section 1.01 shall terminate when all Guaranteed Obligations have been paid in full.

The Guarantee. The Subsidiary Guarantors hereby jointly ------------- and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Lender and Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Credit Documents, including and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Borrower and its Subsidiaries arising Issuing Lender under any Secured Hedging Agreementsthe Letter of Credit Documents, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors ---------------------- hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns (and each Subsidiary Guarantor that was a party to the Existing Subsidiary Guarantee, as in effect before giving effect to the amendment and restatement thereof effected hereby, hereby jointly and severally confirms to each Lender and the Administrative Agent and their respective successors and assigns its guarantee of) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest on the Obligations (other thanLoans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Note(s) held by each Lender of, the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under the Loan DocumentsDocuments (including, including without limitation, all obligations of Reimbursement Obligations) and all Interest Rate Obligations owing by the Borrower Obligors to the Lenders and its Subsidiaries arising under any Secured Hedging Agreementstheir affiliates, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Company (or, in the case of Interest Rate Obligations, any Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each of the Secured Parties Party and their respective successors and assigns permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Term Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, Party in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans, all of the fees and other amounts and Obligations (other than, with respect than inchoate indemnification and reimbursement obligations for which no claim has been made) from time to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder time owing to the Administrative Agent and the other Loan Documents, including all obligations of Lenders by the Borrower and its Subsidiaries arising each other Subsidiary Guarantor under this Agreement or under any Secured Hedging Agreementsother Loan Document, in each case strictly in accordance with the terms hereof and thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or any other Subsidiary Guarantor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of all the Obligations, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms hereof and thereof and including all interest and expenses accrued or monetary obligations incurred subsequent to during the commencement pendency of any bankruptcy bankruptcy, insolvency, receivership or insolvency other similar proceeding with respect to of the Borrower Borrower, regardless of whether allowed or any other Obligor, whether or not such interest or expenses are allowed as a claim allowable in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as primary obligors and not as sureties, to each of the Secured Parties Party and their respective its successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the Obligations (other thanUnited States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging Agreements, Loan Document in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Creditor and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanApplicable Insolvency Law after any bankruptcy or insolvency petition under the Applicable Insolvency Law) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Loan Documents, including all obligations of Obligations from time to time owing to the Borrower and its Subsidiaries arising Creditors by any Obligor under any Secured Credit Document or Hedging AgreementsAgreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “''Guaranteed Obligations”''). The Guarantors hereby further jointly and severally agree that if the any Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Creditor and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Obligations from time to time owing to each Creditor by any Obligor under any Secured Hedging AgreementsCredit Document or Swap Contract relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Solutia Lender (and, in respect of any Hedging Obligations, any affiliate of a Solutia Lender that shall have entered into the Secured Parties respective hedging agreement giving rise to such Hedging Obligations), each Astaris Lender, each Administrative Agent, each Co-gen Purchaser and the Co-gen Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the Solutia Credit Agreement Obligations, the Make-Whole Obligations, the Synthetic Lease Obligations, the Designated Letter of the Credit Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging AgreementsObligations, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if the any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and under the Notes and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan DocumentsDocuments (including, including without limitation, all Reimbursement Obligations), and all obligations of the Borrower and Company or any of its Subsidiaries arising under to any Secured Hedging AgreementsLender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. 2.1 The Guarantors hereby Guarantee (a) Each Guarantor jointly and severally guarantee hereby, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to each holder of the Secured Parties and their respective successors and assigns any Note or Notes at any time outstanding (a) the prompt payment in full full, in Euros or Dollars, as applicable, in respect of any Note, when due (whether at stated maturity, by acceleration acceleration, by mandatory or optional prepayment or otherwise) of all the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes (including, without limitation, interest on any overdue principal, Make-Whole Amount, Net Loss and, to the extent permitted by applicable law, on any overdue interest and on payment of additional amounts described in Section 13 of the Obligations (Note Purchase Agreement) and all other than, with respect amounts from time to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder time owing by the Company under the Note Purchase Agreement and the other Loan DocumentsNotes (including, including without limitation, costs, expenses and taxes in accordance with the terms hereof), and (b) the prompt performance and observance by the Company of all obligations of the Borrower covenants, agreements and conditions on its Subsidiaries arising under any Secured Hedging Agreementspart to be performed and observed hereunder, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that the Guaranteed Obligations may be increased, extended, renewed or otherwise modified in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such increase, extension, renewal or modification. The Guarantors hereby further jointly and severally agree Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any constitute part of the Guaranteed Obligations, Obligations and would be owed by any other Guarantor to the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any holders of the Guaranteed ObligationsNotes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, the same will be promptly paid in full when due (whether at extended maturityliquidation, by acceleration insolvency, administration or otherwise) in accordance with the terms of reorganization or similar proceeding involving such extension or renewalother Guarantor.

The Guarantee. The Guarantors Each Guarantor hereby jointly absolutely, unconditionally and severally guarantee irrevocably guarantees to each of the Secured Parties Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) the principal of and interest on the Loans and the L/C Reimbursement Obligations and all fees, premiums, costs, expenses, indemnification payments and other amounts or obligations whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent or any of them by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and (b) all obligations of the any Borrower and its Subsidiaries arising to any Lender (or any Affiliate thereof) under any Secured Hedging AgreementsAgreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower any Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees to each of Lender and the Secured Parties Administrative Agent and their respective successors and 364-DAY CREDIT AGREEMENT assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest on the Loans made by the Lenders to each of the Obligations Borrowers (other than, with respect than such Guarantor in its capacity as a Borrower hereunder) and all other amounts from time to any Guarantor, any Excluded Swap Obligations of time owing to the Lenders or the Administrative Agent by such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Borrowers under any Secured Hedging Agreementsthis Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATION"). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the any Borrower (other than such Guarantor in its capacity as a Borrower hereunder) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Lender, Issuing Lender and Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower and all other Loan Obligations from time to time owing to the Lenders, Indemnitees, Issuing Lender or Agents by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, including and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Borrower and its Subsidiaries arising Issuing Lender under any Secured Hedging Agreementsthe Letter of Credit Documents, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Guarantor hereby jointly and severally guarantee guarantees to each of Lender and the Secured Parties Agents and their respective successors and assigns (a) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Company and all of other amounts from time to time owing to the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder Lenders or the Agents by the Company under this Agreement and the other Loan Documents, including Operative Documents and (b) all obligations of the Borrower Company to any Lender (or any affiliate of any Lender) and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to Agents under the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding Operative Documents (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Guarantor hereby further jointly and severally agree agrees that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees to each of the Secured Parties Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) the principal of and interest on the Loans and the Swing Line Loans and the L/C Reimbursement Obligations and all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent or any of them by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and (b) all obligations of the Borrower and its Subsidiaries arising to any Lender (or any affiliate thereof) under any Secured Hedging AgreementsAgreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other ObligorBorrower, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturitythe Stated Maturity Date, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of, premium, if any, and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the Obligations (other than, with respect to United States Code after any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations bankruptcy or insolvency petition under Title 11 of the Borrower United States Code) on the Notes held by each Noteholder and its Subsidiaries arising all other Obligations from time to time owing to the Secured Parties by any Issuer under any Secured Hedging Agreements, in each case strictly Financing Document in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower Company or other Guarantor(s) shall fail to pay in full when due (whether at stated maturitythe Stated Maturity Date, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Each of the Guarantors hereby jointly and severally guarantee guarantees to each of Lender, the Secured Parties Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower, all of LC Disbursements and all other amounts from time to time owing to the Obligations (other thanLenders, with respect to the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan DocumentsDocument, including and all obligations of the Borrower and its Subsidiaries arising to any Lender under any Secured Hedging AgreementsInterest Rate Protection Product, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Each of the Guarantors hereby further jointly and severally agree agrees that if ----------------------- the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, each of the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Creditor and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Loan Documents, including all obligations of Obligations from time to time owing to the Borrower and its Subsidiaries arising Creditors by any Obligor under any Secured Hedging AgreementsCredit Document or Swap Contract relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby (a) Each Guarantor jointly and severally guarantee hereby, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to each holder of the Secured Parties and their respective successors and assigns any Note or Notes at any time outstanding (a) the prompt payment in full full, in Euros or Dollars, as applicable, in respect of any Note, when due (whether at stated maturity, by acceleration acceleration, by mandatory or optional prepayment or otherwise) of all the principal of, Make-Whole Amount (if any), Net Loss (if any) and interest on the Notes (including, without limitation, interest on any overdue principal, Make-Whole Amount, Net Loss and, to the extent permitted by applicable law, on any overdue interest and on payment of additional amounts described in Section 13 of the Obligations (Note Purchase Agreement) and all other than, with respect amounts from time to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder time owing by the Company under the Note Purchase Agreement and the other Loan DocumentsNotes (including, including without limitation, costs, expenses and taxes in accordance with the terms hereof), and (b) the prompt performance and observance by the Company of all obligations of the Borrower covenants, agreements and conditions on its Subsidiaries arising under any Secured Hedging Agreementspart to be performed and observed hereunder, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). (b) Each Guarantor further agrees that the Guaranteed Obligations may be increased, extended, renewed or otherwise modified in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such increase, extension, renewal or modification. The Guarantors hereby further jointly and severally agree Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any constitute part of the Guaranteed Obligations, Obligations and would be owed by any other Guarantor to the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any holders of the Guaranteed ObligationsNotes but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, the same will be promptly paid in full when due (whether at extended maturityliquidation, by acceleration insolvency, administration or otherwise) in accordance with the terms of reorganization or similar proceeding involving such extension or renewalother Guarantor.

The Guarantee. The Guarantors Each Grantor hereby jointly and severally guarantee with the other Grantors, as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the Obligations Bankruptcy Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrower (other thanthan such Grantor) and any other fees, with respect expenses or other amounts due and owing to the Secured Parties under this Agreement or any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging AgreementsDocument, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Grantors hereby further jointly and severally agree that if the Borrower or other Grantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Grantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns as- signs the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and under the Notes and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan DocumentsDocuments (including, including without limitation, all Reimbursement Obligations), and all obligations of the Borrower and Company or any of its Subsidiaries arising under to any Secured Hedging AgreementsLender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively col- lectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Guar- anteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. Credit Agreement

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanTitle 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrowers, and all other Obligations from time to time owing to the Secured Parties by any Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Party under any Secured Hedging AgreementsLoan Document or Interest Rate Agreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors hereby further jointly and severally agree that if the Borrower Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby agrees that it is jointly and severally guarantee liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to each Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Obligations (other than, with respect to Secured Parties by each Borrower under this Agreement or under any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations any Letter of Credit, any Specified Swap or Banking Services Agreement, or any other document made, delivered or given in connection with any of the Borrower foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and its Subsidiaries arising under any disbursements of counsel to the Secured Hedging AgreementsParties, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. Table of Contents

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Note held by each Lender of, the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and under the Notes and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including and all obligations of the Borrower and or any of its Subsidiaries arising under to any Secured Lender (or any affiliate of any Lender) in respect of any Hedging AgreementsAgreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors ---------------------- hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of Lender and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan DocumentsDocuments (including, including without limitation, all Reimbursement Obligations), and all obligations of the Borrower and or any of its Subsidiaries arising under to any Secured Hedging AgreementsLender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each of the Secured Parties Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Obligations (other thanBankruptcy Code after any bankruptcy or insolvency petition under the Bank- ruptcy Code) on the Loans made by the Lenders to, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the Notes held by each Lender of, Borrower, and all other Loan Documents, including all obligations of Obligations from time to time owing to the Borrower and its Subsidiaries arising Secured Parties by any Credit Party under any Secured Hedging AgreementsLoan Document or Interest Rate Protection Agreement relating to the Loans, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby unconditionally jointly and severally guarantee guarantee, as primary obligor and not merely as surety, to each the Administrative Agent for the benefit of the Secured Guaranteed Parties and their respective successors and assigns (i) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans and all of fees, indemnification obligations and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter payable or becoming payable or now existing or hereafter arising, by the Obligations Borrower under this Agreement and by any Obligor under the Loan Documents and (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantorii) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising Obligors to U.S. Bank National Association under any Secured Hedging AgreementsCash Management Agreement, in each case strictly in accordance with the terms thereof and thereof, including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy bankruptcy, insolvency or insolvency other similar proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called collectively, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further unconditionally jointly and severally agree that (a) if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that (b) in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same Guaranteed Obligations will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. This is a continuing guaranty and is a guaranty of payment and not merely of collection, and shall apply to all Guaranteed Obligations whenever arising.

The Guarantee. The Guarantors hereby jointly and severally guarantee to each Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the Secured Parties Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) hereunder and the other Loan Documents, including all obligations of the Borrower and its Subsidiaries arising under any Secured Hedging Agreements, in each case strictly in accordance with the terms thereof and including all interest interest, fees and expenses accrued or incurred subsequent to the commencement commmencement of any bankruptcy or insolvency proceeding proceedings with respect to the Borrower or any other ObligorBorrower, whether or not such interest interest, fees or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.