Agreement to Guarantee. The [[New Guarantor:Organization]] hereby agrees, jointly and severally with all Existing ​, to unconditionally guarantee the Borrower’s Obligations under the Loan Documents on the terms and subject to the conditions set forth in the Guaranty and to be bound by all applicable provisions of the Credit Agreement and the Notes and to perform all of the obligations and agreements of a Guarantor under the Guaranty. Effective as of the date hereof, the [[New Guarantor:Organization]] hereby becomes a party to the Guaranty as a Guarantor thereunder with the same effect as if the [[New Guarantor:Organization]] were an original signatory to the Guaranty.

Guarantee. Subject to this Section 7, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally, guarantees to each Lender and to the Administrative Agent, irrespective of the validity and enforceability of this Agreement, the other Loan Documents or the obligations of the Borrower hereunder or thereunder, that: # the principal of and interest and premium, if any, on the Loans shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Loans, if any, if lawful, and all other obligations of the Borrower to the Lenders or the Administrative Agent hereunder or thereunder shall be promptly paid in full, all in accordance with the terms hereof and thereof; and # in case of any extension of time of payment or renewal of any Loans or any of such other obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

Guarantee and Security Agreement. The Guarantee and Security Agreement, duly executed by each of the parties thereto.

Guarantee of Payment; Continuing Guarantee. The guarantee given by the Guarantors in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to all Obligations, whenever arising.

New Guarantee. To the extent no Guarantee Release Date has occurred on or prior to such date, the Administrative Agent shall have received a New Guarantee executed and delivered by each New Guarantor, substantially in the form of [Exhibit D], together with customary secretary’s certificates, resolutions and legal opinions.

No Guarantee. This Agreement shall not be construed and is not intended by either Indemnitee or the Company to be a guarantee, commitment or understanding of Indemnitee’s continued service as a director and/or officer of the Company for any period of time.

Guarantee Amount. The Parties agree that, until the obligations that arise from the Transactions are fully performed, and with the purpose of guaranteeing the performance thereof:

Guarantee Requirement; Further Assurances. (a) If any Subsidiary that is a Designated Subsidiary is formed or acquired after the Restatement Effective Date or any Subsidiary otherwise becomes, after the Restatement Effective Date, a Designated Subsidiary (including as a result of becoming a Material Subsidiary or a Wholly Owned Subsidiary), then, on or prior to the later of # the date on which the certificate with respect to the fiscal quarter (or, if such event occurs during the fourth fiscal quarter, with respect to the fiscal year) in which the relevant event occurs is required to be delivered pursuant to [Section 5.01(c) and (ii)])] 30 days after the date on which the relevant event occurs (or such longer period as the Administrative Agent may reasonably agree), the Company shall cause the Guarantee Requirement to be satisfied with respect to such Subsidiary.

Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employment between an Employer and a Participant, or as a right of any Participant to be continued in the employment of his Employer, or as a limitation of the right of an Employer to discharge any Participant with or without Cause. Nor shall anything contained in this Plan affect the eligibility requirements under any other plans maintained by the Employer, nor give any person a right to coverage under any other Plan.

Notwithstanding anything to the contrary in Article IV, Sections 7.12 and 7.14, the requirements of such Sections shall not apply to any assets or new Subsidiary created or acquired after the Closing Date, as applicable, if, in the judgment of the Administrative Agent, the costs of creating or perfecting such pledges or security interests in such assets (including any mortgage, stamp or other similar tax) are (taking into account the present and future direct and indirect cost and/or burden to the Restricted Group) excessive in relation to the benefits accruing to ​.