Common use of The Guarantee Clause in Contracts

The Guarantee. The Guarantors hereby jointly and severally guarantee to each Lender and the 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 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 other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Subsidiary Guarantors hereby jointly and severally severally, as a primary obligor and not merely as a surety, guarantee to each Lender Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the 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 the obligationsprincipal 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 or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations interest, fees and expenses accrued or incurred during subsequent to the pendency commencement of any bankruptcy, insolvency, examinership, receivership bankruptcy or other similar proceeding of insolvency proceedings with respect to the Borrower, regardless of whether or not such interest, fees or expenses are allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and of the Administrative Agent Secured Parties 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 of 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 Obligations 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 monetary obligations interest and expenses accrued or incurred during subsequent to the pendency commencement of any bankruptcybankruptcy or insolvency proceeding with respect to the Borrower or any other Obligor, insolvency, examinership, receivership whether or other similar proceeding of the Borrower, regardless of whether not such interest or expenses are allowed or allowable 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 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 hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment and performance in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of, whether direct and premium and interest (including any interest, fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Secured Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, Party in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or any other Guarantor(s) 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 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 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 Lender and the Administrative Agent Holder and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturityStated Maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Notes, absolute or contingent, now or hereafter and all other obligations from time to time owing to the Lenders or Trustee and the Administrative Agent Holders by the Borrower or any other Obligor Company under this Agreement or any of Indenture and the other Loan DocumentsNotes, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (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 upon the expiration of any applicable remedial period (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 Lender and the Administrative Agent Secured Party 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders Secured Parties by any Credit Party under any Loan Document or Interest Rate Protection Agreement relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders Secured Parties by any Loan Party under any Loan Document or Interest Rate Protection Agreement relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 Each Guarantor hereby jointly and severally guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of (i) the Title 11 of the 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, absolute or contingentand the Notes, now or hereafter if any, held by each Lender of, the Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Lenders Secured Parties by any Loan Party under any Loan Document or the Administrative Agent by the Borrower or any other Obligor Restricted Subsidiary under this any Secured Hedge Agreement or any of the other Loan DocumentsCash Management Obligations, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 Lender and the Administrative Agent Secured Party and their respective successors and assigns permitted assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower, absolute or contingent, now or hereafter and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding 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 upon the expiration of any applicable remedial period (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 jointly and severally guarantee to each Lender and the 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter 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 or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any Affiliate of any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment and performance in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 Subsidiary Guarantor hereby jointly and severally guarantee guarantees to each Lender, the Issuing Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to the Borrower, whether direct or indirect, absolute or contingent, now or hereafter all LC Disbursements and all other amounts from time to time owing to the Lenders Lenders, the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any other Obligor under this Agreement or any Loan Document, and all obligations of the other Loan DocumentsBorrower to any Lender under any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors Each Subsidiary Guarantor hereby further jointly and severally agree agrees 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 each Subsidiary 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 guarantees, as a primary obligor and severally guarantee not merely as a surety to each Lender Beneficiary and the Administrative Agent and their respective its successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest on (including any interest, whether direct fees, costs or indirectcharges 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) the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Beneficiaries by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan DocumentsDocument, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 to each Lender, the Issuing Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to the Borrower, whether direct or indirect, absolute or contingent, now or hereafter all LC Disbursements and all other amounts from time to time owing to the Lenders Lenders, the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any other Obligor Loan Document, and all obligations of the Borrower to any Lender under this any Hedging Agreement or any of the other Loan Documentsarising from or related to cash management services, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Parent and the Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and the Lenders, and their respective successors and assigns 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 the obligationsprincipal of and interest on the Term Loan, whether direct or indirect, absolute or contingent, now or hereafter all fees and other amounts and Obligations from time to time owing to the Lenders or the Administrative Agent and the Lenders by the Borrower or any and each other Obligor under this Agreement or under any of the other Loan DocumentsDocument, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Parent and 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 upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, Parent and 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. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment and performance in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Secured Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, Party in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 Lender and the Administrative Agent Secured Party 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrowers, and all other Obligations from time to time owing to the Lenders Secured Parties by any Loan Party under any Loan Document or Lender Hedging Agreement relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 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 the Lender and the Administrative Agent and their respective its successors and assigns assigns, the prompt payment and performance in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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 Revolving Loans made by the Lender to the Borrower, absolute or contingent, now or hereafter and all other Obligations from time to time owing to the Lenders or the Administrative Agent Lender by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, Party in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 each Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand any Notes held by each Lender of, absolute or contingent, now or hereafter the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or and under any Notes and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Guarantor hereby jointly unconditionally and severally guarantee irrevocably guarantees, as primary obligation and not merely as surety, to each Lender the Owner Lessor and the Administrative Agent and their respective its 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 the obligationsRent, whether direct or indirectincluding Termination Value, absolute or contingent, now or hereafter from time to time owing due to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case Owner Lessor strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the BorrowerFacility Lease and the other Operative Documents; PROVIDED, regardless that the Guarantor's obligations hereunder shall not be subject to the limitation on claims set forth in SECTION 18.19 of whether allowed the Participation Agreement, SECTION 17.2 of the Facility Lease or allowable in such proceeding the 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 upon the expiration of any applicable remedial period (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 Guarantors Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns permitted assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to Borrower, absolute or contingent, now or hereafter and (ii) the Notes held by each Lender of Borrower and (2) all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding 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 upon the expiration of any applicable remedial period (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 Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to any Borrower, absolute (ii) the Incremental Loans made by the Incremental Term Lenders or contingentIncremental Revolving Lenders to any Borrower, now or hereafter (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 Lenders or the Administrative Agent Secured Parties by the any Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 hereby jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and permitted 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrowers, and all other Obligations from time to time owing to the Lenders Secured Parties by any Loan Party under any Loan Document or Interest Rate Protection Agreement relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Borrowers or other Guarantor(s) 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(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 hereby jointly and severally guarantee guarantee, as primary obligors and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand any Notes held by each Lender of, now or hereafter the Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Credit Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 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 Lender, Issuing Lender and the 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower and all other Obligations from time to time owing to the Lenders Lenders, Indemnitees, Issuing Lender or the Administrative Agent Agents by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan Credit Documents, 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 Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Subsidiary Guarantors hereby jointly and severally guarantee to each Lender Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the 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 the obligationsprincipal 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 or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations interest, fees and expenses accrued or incurred during subsequent to the pendency commmencement of any bankruptcy, insolvency, examinership, receivership bankruptcy or other similar proceeding of insolvency proceedings with respect to the Borrower, regardless of whether or not such interest, fees or expenses are allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter the Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 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 PropCo Guarantor hereby jointly irrevocably and severally guarantee unconditionally guarantees (subject to the proviso to the definition of “Notes PropCo”) (together, the “PropCo Guarantee”), as primary obligor and not merely as surety, the 2028 Debentures and obligations of the Company under the Indenture and the 2028 Debentures, and guarantees to each Lender Holder of a 2028 Debenture authenticated and delivered by the Administrative Agent Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the 2028 Debentures shall be paid in full when due upon the expiration of any applicable remedial period (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the obligationsUnited States Bankruptcy Code of 1978, whether direct or indirectas amended (the “Bankruptcy Law”)) together with interest on the overdue principal, absolute or contingentif any, now or hereafter from time to time owing and interest on any overdue interest, to the Lenders extent lawful, and all other obligations of the Company to the Holders or the Administrative Agent by the Borrower Trustee hereunder or any other Obligor under this Agreement thereunder shall be paid in full or any of the other Loan Documentsperformed, in each case strictly all in accordance with the terms hereof and thereof thereof; and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable (2) 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 2028 Debentures or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. For the avoidance of doubt, the priority of payment relating to the PropCo Guarantees between the Securities and other lenders and/or noteholders is set forth in the Subordination Agreements and herein.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan DocumentsDocuments (including, without limitation, all Reimbursement Obligations), and all obligations of the Borrower or any of its Subsidiaries to any Lender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 (other than General Cable Canada, which has contemporaneously herewith executed and delivered the Canadian Guaranty and other than Foreign Guarantors, which have contemporaneously herewith executed and delivered Foreign Guaranties) hereby jointly and severally affirm, acknowledge and ratify the Guarantees under the Prior Credit Agreement and guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due upon the expiration of any applicable remedial period 123 (whether at stated maturity, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan DocumentsDocument (including, without limitation, any Specified Hedging Agreement), in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 (a) Each Guarantor hereby jointly guarantees, as a primary obligor and severally guarantee not merely as a surety to each Lender Beneficiary and the Administrative Agent and their respective its successors and assigns permitted assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest on (including any interest, whether direct fees, costs or indirectcharges 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) the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Beneficiaries by the Borrower or any other Obligor Loan Party under this any Loan Document, Guaranteed Cash Management Agreement or any of the other Loan DocumentsGuaranteed Hedge Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors 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.. 104

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns permitted assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Term Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, Party in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 Lender and the 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 the obligationsprincipal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter Borrower and all other Obligations from time to time owing to the Lenders or the Administrative Agent Agents by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan Credit Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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. (a) The Guarantors hereby jointly and severally guarantee to each Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter the Borrowers and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor Borrowers under this Agreement or and under the Notes and by any Obligor under any of the other Loan Credit Documents, and all obligations of the Parent or any of its Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"GENERAL GUARANTEED OBLIGATIONS"). The Guarantors hereby further jointly and severally agree that if the any 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 General 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 General 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 ---------------- 105

The Guarantee. The Affiliate Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns Purchaser the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of the all obligations, whether direct or indirect, absolute or contingent, now or hereafter liabilities and indebtedness of every nature of each Loan Party from time to time owing owed to Purchaser under the Lenders Purchase Documents, including all 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 Administrative Agent Purchase Documents whether before or after the filing of a proceeding under the bankruptcy code by or against any Loan Party (collectively, the Borrower or any other Obligor under this Agreement or any of the other Loan Documents"Guaranteed Obligations"), in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Each of the Guarantors hereby jointly and severally guarantee guarantees to each Lender, the Issuing Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to the Borrower, whether direct or indirect, absolute or contingent, now or hereafter all LC Disbursements and all other amounts from time to time owing to the Lenders Lenders, the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any other Obligor under this Agreement or any Loan Document, and all obligations of the other Loan DocumentsBorrower to any Lender under any Interest Rate Protection Product, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 guarantee, as primary obligors and not as a surety, to each Lender and the Administrative Agent and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand any Notes held by each Lender of, now or hereafter the Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent any Lender by the Borrower or any other Obligor Credit Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 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 Lender and the Administrative Agent Creditor 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Creditors by the Borrower or any other Obligor under this Agreement any Credit Document or any of Swap Contract relating to the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns permitted assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower, absolute or contingent, now or hereafter and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding 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 upon the expiration of any applicable remedial period (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.. 165

The Guarantee. The Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, as primary obligors and not as sureties, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment and performance in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, Party in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 Lender and the Administrative Agent Secured Party 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrowers, and all other Obligations from time to time owing to the Lenders Secured Parties by any Loan Party under any Loan Document or Interest Rate Agreement relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Borrowers or other Guarantor(s) 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. (a) The CALI Guarantors hereby jointly and severally guarantee to each Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter CALI and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor XXXX under this Agreement or and under the Notes and by any Obligor under any of the other Loan Credit Documents, and all obligations of the Parent or any of its Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”"CALI GUARANTEED OBLIGATIONS"). The CALI Guarantors hereby further jointly and severally agree that if the Borrower CALI 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 CALI Guaranteed Obligations, the CALI 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 CALI Guaranteed Obligations, the same will CREDIT AGREEMENT 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. It is understood and agreed that neither CasTech nor Xxxxxx will, at any time prior to the Merger Date, be CALI Guarantors or have any obligations under this Section 6.01(a).

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee to each Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand any Notes held by each Lender of, absolute or contingent, now or hereafter the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or and under any Notes and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the expiration principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency 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 remedial period 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 Co-Borrower in its capacity as a Guarantor hereunder, this Guarantee shall apply to all Guaranteed Obligations. Each Guarantor hereby jointly and severally agrees that, if the Guaranteed Obligations shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise) of 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 other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 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 Subsidiary Guarantor hereby jointly and severally guarantee guarantees to each Lender (and each Affiliate thereof party to any Swap Agreement), the Issuing Lender and the 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 acceleration, by prepayment or otherwise) of the obligationsprincipal of and interest on the Loans made by the Lenders to the Borrower, whether direct or indirect, absolute or contingent, now or hereafter all LC Disbursements and all other amounts from time to time owing to the Lenders Lenders, the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any other Loan Document, and all obligations of the Borrower to any Lender (or any other Obligor Affiliate thereof) under this Agreement or any of the other Loan DocumentsSwap Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors Each Subsidiary Guarantor hereby further jointly and severally agree agrees 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 acceleration, by prepayment or otherwise) any of the Guaranteed Obligations, the Guarantors each Subsidiary 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 guarantee, as primary obligors and not as sureties to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 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 absolutely and severally guarantee unconditionally guarantees, as primary obligor and not as surety merely, to each the Lender and the Administrative Agent and their its 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 Obligations which may arise under, out of or in connection with the obligationsCredit Agreement, this Agreement or the other Loan Documents, including the principal of and interest on the Loans and all fees, indemnification obligations and other amounts whatsoever, whether direct or indirect, absolute or contingentconditional, now or hereafter from time to time owing to the Lenders payable or the Administrative Agent becoming payable by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and thereof, including all monetary obligations interest and expenses accrued or incurred during subsequent to the pendency commencement of any bankruptcy, insolvency, examinership, receivership insolvency or other similar proceeding of with respect to the Borrower, regardless of whether or not such interest or expenses are allowed or allowable as a claim in such proceeding (such obligations being herein collectively called collectively, the “Guaranteed Obligations”). The Guarantors Guarantor hereby further jointly and severally agree unconditionally agrees that (a) 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 Guarantor 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 guarantee, as a primary obligor and not as a surety to each Lender Agent and the Administrative Agent Lenders and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest on (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 whether direct or indirectnot any such interest, absolute fees, costs or contingentcharges are allowed in any proceeding thereunder) the Loan made by the Lenders to Borrower, now or hereafter and all other Obligations from time to time owing to Agent and the Lenders or the Administrative Agent by the Borrower or any other Obligor Credit Party under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding 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 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 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 Lender and the Administrative Agent Creditor 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Applicable Insolvency Law after any bankruptcy or insolvency petition under the Applicable Insolvency Law) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Creditors by the Borrower or any other Obligor under this any Credit Document or Hedging Agreement or any of relating to the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 each Lender and Lender, the Administrative Agent, the Collateral 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter 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 Lenders, the Administrative Agent or the Administrative Collateral Agent by the Borrower or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, and all obligations of any Obligor to the Administrative Agent, the Arranger or any Lender (or any Affiliate of the Administrative Agent, the Arranger or any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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. 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 the Administrative Agent or a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its Affiliate) has ceased to be the Administrative Agent or a Lender, as the case may be, party hereto (by assigning all of its Commitments, Revolving Credit Exposure, Incremental Facility Revolving Credit Exposure and other interests herein, or otherwise) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan Basic Documents, 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 Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the promissory notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan DocumentsDocument, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 and the 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 Credit Agreement ---------------- otherwise) of the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Note held by each Lender of, absolute or contingent, now or hereafter the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor Company under this Agreement or and under the Notes and by any Obligor under any of the other Loan Documents, and all obligations of the Company or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan Credit Documents, 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 Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender Lender, the Existing Agent and the 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter 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 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 Account Party seeking relief under any bankruptcy, 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 the Borrower or any other Obligor such Account Parties under this Agreement or any of the other Loan DocumentsCredit Document, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 hereby, jointly and severally guarantee guarantee, each as a primary obligor and not merely as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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 Lender to, absolute or contingentand the Notes held by the Lender of, now or hereafter the Borrower, and the prompt payment and performance of all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 to each Lender and the 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 upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Note(s) held by each Lender of, absolute or contingent, now or hereafter the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor Company under this Agreement or any of the other Loan DocumentsDocuments (including, without limitation, all Reimbursement Obligations) and all Interest Rate Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Note held by each Lender of, absolute or contingent, now or hereafter the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter 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 or any other Obligor under this Agreement or and by any Obligor under any of the other Loan DocumentsDocuments (including, without limitation, all Reimbursement Obligations), and all obligations of the Borrower or any of its Subsidiaries to any Lender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 (a) [Reserved]. (b) Each Company Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency 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, absolute or contingent(ii) the Incremental Loans made by the Incremental Lenders to the Company Borrower, now or hereafter (iii) the Other Loans made by any lender thereof, and (iv) the Notes held by each Lender of the Company Borrower and (2) all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Company Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (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 upon the expiration of any applicable remedial period (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.. 7.2

The Guarantee. The Each of the Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each the DIP Lender and the Administrative DIP Agent and each of their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingent, now or hereafter and all other Obligations and/or liabilities from time to time owing to the Lenders or DIP Lender and the Administrative DIP Agent by the Borrower any Loan Party hereunder or under any other Obligor under this Agreement or any of the other related DIP Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding 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 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 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 each Lender Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the 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 the obligationsprincipal 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 or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations interest, fees and expenses accrued or incurred during subsequent to the pendency commmencement of any bankruptcy, insolvency, examinership, receivership bankruptcy or other similar proceeding of insolvency proceedings with respect to the Borrower, regardless of whether or not such interest, fees or expenses are allowed or allowable 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 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 Each Guarantor hereby jointly and severally guarantee guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent and their respective successors and assigns permitted assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Term Loan made by the Lenders to the Borrower, absolute or contingent, now or hereafter and (ii) the Term Notes held by each Lender of the Borrower and (2) all other Obligations 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 other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding 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 upon the expiration of any applicable remedial period (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 guarantee, as primary obligors and not as sureties, to each Lender Secured Party and the Administrative Agent and their respective its successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 Lender and the of Administrative Agent or the Lenders (collectively, the “Creditors”) and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of applicable Debtor Relief Laws) on the Loans made by the Lenders to the Borrower, absolute or contingent, now or hereafter and all other Credit Document Obligations from time to time owing to the Lenders or the Administrative Agent Creditors by the Borrower or any other Obligor Credit Party under this Agreement or any of the other Loan DocumentsCredit Document entered into with a counterparty that is a Creditor, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 or other Guarantor(s) 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 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 Lender and the Administrative Agent Secured Party and their respective successors and assigns permitted assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower, absolute or contingent, now or hereafter and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding 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 upon the expiration of any applicable remedial period (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.. Section 9.02

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee guarantees to each Lender, the Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment and performance in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of the obligationsprincipal of and interest on the Loans made by the Lenders to the Borrower, whether direct or indirect, absolute or contingent, now or hereafter all LC Disbursements and all other amounts from time to time owing to the Lenders Lenders, the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any other Obligor under this Agreement or any Loan Document, and all other obligations of the other Loan DocumentsBorrower to any Lender hereunder or under any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 hereby jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent Creditor 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Applicable Insolvency Law after any bankruptcy or insolvency petition under the Applicable Insolvency Law) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent Creditors by the Borrower or any other Obligor under this any Credit Document or Hedging Agreement or any of relating to the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 Subsidiary Guarantor, and each other ------------- Person who may from time to time become a Guarantor hereunder, hereby jointly and severally guarantee guarantees to each Lender and the Administrative Agent and their its 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 the obligationsprincipal of and interest on the Loans made by the Lenders to the Borrower, whether direct or indirect, absolute or contingent, now or hereafter all fees and other amounts from time to time owing from the Borrower to the Lenders or the Administrative Agent by hereunder, and all other Obligations of the Borrower or any other Obligor and each of its Subsidiaries under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding Facility Documents (such obligations being herein collectively called the “"Guaranteed ---------- Obligations”"). The Guarantors Subsidiary Guarantor and each other Guarantor hereby further jointly and severally agree ----------- agrees that if the Borrower or any of its Subsidiaries 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 Subsidiary Guarantor and each such other 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 Lender, Issuing Lender and the 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 the obligationsprincipal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter Borrower and all other Obligations from time to time owing to the Lenders Lenders, Issuing Lender or the Administrative Agent Agents by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan Credit Documents, 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 Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent Secured Parties 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter principal of and interest on the Loans and all fees and other amounts from time to time owing to the Lenders Secured Parties by Borrower under this Agreement or the Administrative Agent under any other Loan Document and by the Borrower or any other Obligor under this Agreement or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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.. FOIA CONFIDENTIAL TREATMENT REQUEST BY BIODELIVERY SCIENCES INTERNATIONAL, INC. IRS EMPLOYER IDENTIFICATION NUMBER 00-0000000 ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment is being requested are denoted with “***”

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee severally, and absolutely and unconditionally, guarantees to each the Lender and the Administrative Agent and their its 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 otherwiseotherwise and at all times thereafter) of 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 other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 to each Lender and Lender, the Administrative Agent, the Collateral 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter 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 Lenders, the Administrative Agent or the Administrative Collateral Agent by the Borrower or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, and all obligations of any Obligor to the Administrative Agent, the Arranger or any Lender (or any Affiliate of the Administrative Agent, the Arranger or any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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. 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 the Administrative Agent or a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its Affiliate) has ceased to be the Administrative Agent or a Lender, as the case may be, party hereto (by assigning all of its Commitment, Revolving Credit Exposure and other interests herein, or otherwise) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent Secured Parties 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter principal of and interest on the Loans and all fees and other amounts from time to time owing to the Lenders Secured Parties by any Borrower under this Agreement or under any other Loan Document (other than the Administrative Agent Warrant) and by the Borrower or any other Obligor under this Agreement or any of the Loan Documents (other Loan Documentsthan the Warrant), in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the any 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 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. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

The Guarantee. The Guarantors hereby jointly and severally guarantee to each Lender and the 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 the obligationsObligations, 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 other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Subsidiary Guarantors hereby unconditionally jointly and severally guarantee guarantee, as primary obligor and not merely as surety, to each Lender and the Administrative Agent and their respective successors and assigns for the benefit of the Guaranteed Parties (i) the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of the obligationsprincipal of and interest on the Loans and all fees, indemnification obligations and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders payable or the Administrative Agent becoming payable or now existing or hereafter arising, by the Borrower or any other Obligor under this Agreement or and by any Obligor under the Loan Documents and (ii) all obligations of the other Loan DocumentsObligors to U.S. Bank National Association under any Cash Management Agreement, in each case strictly in accordance with the terms hereof and thereof and thereof, including all monetary obligations interest and expenses accrued or incurred during subsequent to the pendency commencement of any bankruptcy, insolvency, examinership, receivership insolvency or other similar proceeding of with respect to the BorrowerBorrower or any other Obligor, regardless of whether or not such interest or expenses are allowed or allowable 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 upon the expiration of any applicable remedial period (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 Subsidiary Guarantors hereby hereby, jointly and severally guarantee guarantee, each as a primary obligor and not merely as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges 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, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and the prompt payment and performance of all other Obligations from time to time owing to the Lenders or the Administrative Agent Secured Parties by the Borrower or any other Obligor Loan Party under this Agreement or any of the other Loan Documents, Document in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Guarantor hereby jointly and severally guarantee guarantees to each Lender and the Administrative Agent Agents and their respective successors and assigns (a) the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of the obligations, whether direct or indirect, absolute or contingent, now or hereafter principal of and interest on the Loans made by the Lenders to the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent Agents by the Borrower or any other Obligor Company under this Agreement and the other Operative Documents and (b) all obligations of the Company to any Lender (or any of the other Loan Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency affiliate of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of Lender) and to the Borrower, regardless of whether allowed or allowable in such proceeding Agents under the 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 upon the expiration of any applicable remedial period (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 Subsidiary Guarantors hereby jointly ------------- and severally guarantee to each Lender and the 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 the obligationsprincipal of and interest on the Loans (and, whether direct or indirectin the case of Letters of Credit, absolute or contingent, now or hereafter 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 or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each case in the Currency thereof and otherwise strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Subject to Section 6.07, each Guarantor hereby ------------- jointly and severally guarantee guarantees as a primary obligor and not as a surety to each Lender Creditor and the Administrative Agent and their respective its 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders Creditors by Borrower under any Credit Document or Swap Contract relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 as a primary obligor and not as a surety to each Lender and the Administrative Agent Creditor 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders or the Administrative Agent each Creditor by the Borrower or any other Obligor under this Agreement any Credit Document or any of Swap Contract relating to the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 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 respective hedging agreement giving rise to such Hedging Obligations), each Astaris Lender, each Administrative Agent, each Co-gen Purchaser and the Administrative Co-gen 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 the obligationsSolutia Credit Agreement Obligations, whether direct or indirectthe Make-Whole Obligations, absolute or contingentthe Synthetic Lease Obligations, now or hereafter from time to time owing to the Lenders or Designated Letter of Credit Obligations and the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsHedging Obligations, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor Company under this Agreement or and under the Notes and by any Obligor under any of the other Loan DocumentsDocuments (including, without limitation, all Reimbursement Obligations), and all obligations of the Company or any of its Subsidiaries to any Lender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the Administrative Agent Secured Party Representatives 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter principal of and interest on the Drawings made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent Secured Party Representatives by the Borrower under this Agreement, the Note Purchase Agreement and Credit Agreement and by any Borrower Group Company under any of the other Financing Documents, and all obligations of the Borrower or any other Obligor under this Agreement of its Subsidiaries to any Lender (or any affiliate of the other Loan Documentsany Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable in such proceeding (such obligations being herein collectively called the “SG Guaranteed Obligations”). The Subsidiary 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 SG 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 SG 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 SG 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 SG Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Drawings, and other interests herein) at the time a claim is to be made in respect of such SG Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns as- signs the prompt payment in full when due upon the expiration of any applicable remedial period (whether at stated maturity, by acceleration or otherwise) of the obligationsprincipal of and interest on the Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor Company under this Agreement or and under the Notes and by any Obligor under any of the other Loan DocumentsDocuments (including, without limitation, all Reimbursement Obligations), and all obligations of the Company or any of its Subsidiaries to any Lender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Subsidiary Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the 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 the obligationsprincipal of and interest on the Revolving Credit Loans made by the Lenders to, whether direct or indirectand the Notes held by each Lender of, absolute or contingent, now or hereafter Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor under this Agreement or and under the Notes and by any Obligor under any of the other Loan Basic Documents, 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 Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and the Administrative Agent Secured Party 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders Secured Parties by any Credit Party under any Loan Document or Interest Rate Protection Agreement relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 as a primary obligor and not as a surety to each Lender and the Administrative Agent Purchaser 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the United States Federal Bankruptcy Code of 1978, absolute as amended or contingent, now supplemented from time to time (the "Bankruptcy Code") after any bankruptcy or hereafter insolvency petition under the Bankruptcy Code) on the Debentures issued to and held by the Purchasers from time to time owing to the Lenders or Purchasers by Infocrossing under the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsPurchase Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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 Infocrossing 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. 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 Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party 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 the obligationsprincipal of and interest (including any interest, whether direct fees, costs or indirectcharges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bank- ruptcy Code) on the Loans made by the Lenders to, absolute or contingentand the Notes held by each Lender of, now or hereafter Borrower, and all other Obligations from time to time owing to the Lenders Secured Parties by any Credit Party under any Loan Document or Interest Rate Protection Agreement relating to the Administrative Agent by the Borrower or any other Obligor under this Agreement or any of the other Loan DocumentsLoans, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 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 Subsidiary Guarantors hereby jointly and severally guarantee to each Lender, the LC Issuing Lender and the 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 the obligationsprincipal of and interest on the Loans made by the Lenders to the Borrower, whether direct or indirect, absolute or contingent, now or hereafter all LC Disbursements and all other amounts from time to time owing to the Lenders Lenders, the LC Issuing Lender or the Administrative Agent by the Borrower hereunder or under any other Obligor under this Agreement or any Loan Document, and all obligations of the other Loan DocumentsBorrower to any Lender under any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during any interest accruing after the pendency commencement of any bankruptcyproceeding referred to in Article VIII (h) or (i), insolvency, examinership, receivership whether or other similar proceeding of the Borrower, regardless of whether not allowed or allowable 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 upon the expiration of any applicable remedial period (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 Lender and Party, the Administrative Agent, the Paying Agent, the Collateral 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter principal of and interest on the Loans made by the Lender Parties to the Borrower and all other amounts from time to time owing to the Lenders Lender Parties, the Administrative Agent, the Paying Agent, or the Administrative Collateral Agent by the Borrower or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, and all obligations of any Obligor to any Agent, any Lender Party or the Arranger (or any Affiliate of any Agent, any Lender Party or the Arranger) in respect of any Hedging Agreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or 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. 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 Party or Agent shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its Affiliate) has ceased to be a Lender Party or Agent hereto (by assigning all of its Committed Amounts, Tranche A Exposure, Tranche B Loans and other interests herein or otherwise) 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 Lender and the Administrative Agent and their respective successors and 364-DAY CREDIT AGREEMENT 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 the obligations, whether direct or indirect, absolute or contingent, now or hereafter principal of and interest on the Loans made by the Lenders to each of the Borrowers (other than such Guarantor in its capacity as a Borrower hereunder) and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower or any other Obligor such Borrowers under this Agreement or any of the other Loan DocumentsAgreement, in each case strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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 Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the 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 the obligationsprincipal of and interest on the Loans (and, whether direct or indirectin the case of Letters of Credit, absolute or contingent, now or hereafter 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 or any other Obligor under this Agreement or and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower to any Lender in respect of any Hedging Agreement, in each case in the Currency thereof and otherwise strictly in accordance with the terms hereof and thereof and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower, regardless of whether allowed or allowable 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 upon the expiration of any applicable remedial period (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.