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:

Exhibit #: Form of Guarantee and Collateral Agreement

Security Documents. The Administrative Agent shall have received the Guarantee and Collateral Agreement, executed and delivered by an authorized officer of the Borrower and each other Loan Party that is party to the Guarantee and Collateral Agreement.

“Loan Documents”: # this Agreement and the Notes, # during any New Guarantee Period, the New Guarantee and # any amendment, waiver, supplement or other modification to any of the foregoing.

“Guarantee Agreement” means the Guarantee Agreement, dated as of the Effective Date, among the Borrower, the Co-Borrower, the other Loan Parties and the Administrative Agent, substantially in the form of [Exhibit D], together with all supplements thereto.

“Guarantee Agreement” means any agreement listed in the Third Clause of this Global Agreement.

Indebtedness arising under this Agreement (including any Guarantee);

observe and perform any obligations the Tenant enters into in an authorised guarantee agreement made in respect of this Lease (the “Authorised Guarantee Agreement”) and that if the Tenant fails to do so, the Guarantor shall observe and perform those obligations.

Successors and Assigns. The terms and conditions of this Guarantee Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties, except that neither Guarantor nor Borrower may assign or transfer any of its rights or obligations under this Guarantee Agreement. The ​ may not assign its interest in this Guarantee Agreement without the express written consent of both the Guarantor and the Borrower.

Counterparts. This Guarantee Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed or PDF copy of this Guarantee Agreement shall be deemed an original.

any guarantee of any Guarantor hereunder or under the Subsidiary Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party not to be, a legal, valid and binding obligation of such Guarantor (in each case, other than solely as a result of the release of a Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement as expressly permitted hereunder or thereunder); or