No Guarantee of Continued Directorship. Participation in this Plan does not constitute a guarantee or contract with any Participating Employer guaranteeing that the Director will continue to be a director. Such participation shall in no way interfere with any rights the shareholders of a Participating Employer would have in the absence of such participation to determine the duration of the director’s service.

Collateral Document with respect to a material portion of the Collateral after delivery thereof shall for any reason cease to create a valid and perfected Lien, except # as otherwise permitted by, or as a result of a transaction not prohibited by, the Loan Documents, # resulting from the failure of the Administrative ​ or the Collateral ​ to maintain possession or control of Collateral, # resulting from the making of a filing, or the failure to make a filing, under the Uniform Commercial Code, # as to Collateral consisting of real property to the extent that such losses are covered by a ​’s title insurance policy (unless the ​ in good faith reasonably believes that payment thereunder will not be made by the applicable insurer) or # resulting from acts or omissions of a Secured Party or the application of applicable law; or

SECTION # Execution and Delivery of Guarantee. The execution by each Guarantor of this Agreement (or a joinder to this Agreement) together with an executed guarantee substantially in the form included in [Exhibit I] evidences the Guarantee of such Guarantor.

“Guarantee Agreement” means the First Lien Guarantee Agreement among the Loan Parties and the Administrative Agent, substantially in the form of [Exhibit C].

Guarantee Amount. For the purposes of this agreement, the meaning of Guarantee Amount is the following:

“Guarantee” shall mean the guarantee by any Guarantor of the Borrower’s Obligations under this Agreement.

“Guarantee Holder” means the Party entitled to have a Guarantee granted in its favor under this Global Agreement, or, that holds Assets Granted as Guarantee of the other Party.

“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement dated as of the Closing Date, in substantially the form attached hereto as [Exhibit A].

“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement (or such other form as is reasonably acceptable to the Collateral Agent) between the Collateral Agent and an entity that, pursuant to [Section 5.08] is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Collateral Agent shall request, consistent with the requirements of [Section 5.08]).

Exhibit # — Form of Guarantee Agreement