Common use of Continuation and Reinstatement, etc Clause in Contracts

Continuation and Reinstatement, etc. (a) Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent upon the bankruptcy or other reorganization of Seller or otherwise. In furtherance of the provisions of this Guaranty, and not in limitation of any other right which Agent may have at law or in equity against Seller by virtue hereof, upon failure of Seller to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by Agent, forthwith pay or cause to be paid to Agent in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums to Agent hereunder, all rights of Guarantor against Seller involved, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agent. If any amount shall be paid to Guarantor for the account of Seller, such amount shall be held in trust for the benefit of Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Agent or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower, any of the Subsidiary Borrowers or the Guarantors, or otherwise. In furtherance of the provisions of this GuarantyArticle VIII, and not in limitation of any other right which the Agent or the Lenders may have at law or in equity against Seller the Borrower, any Subsidiary Borrower or any Guarantor by virtue hereof, upon failure of Seller the Borrower or any Subsidiary Borrower to pay any Guaranteed Obligation when and as the same shall become becomes due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Agent on behalf of the Lenders, forthwith pay or cause to be paid to the Agent on behalf of the Lenders in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations in each case with interest thereon at a rate of interest equal to the rate specified in Article II hereof, and thereupon the Agent and the Lenders shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or Purchaser the Lenders in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment. (b) Upon payment by any Guarantor of any sums to the Agent for the benefit of the Lenders hereunder, all rights of such Guarantor against Seller involvedthe Borrower or any Subsidiary Borrower, as the case may be, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all Obligations to the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentAgent of the Lenders. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower's or any Subsidiary Borrower's Obligations hereunder, such amount shall be held in trust for the benefit of the Agent and shall forthwith be paid to the Agent on behalf of the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Banks or the Secured Parties upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Banks or the Secured Parties may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself, the Issuing Banks and/or the Secured Parties, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself, the Issuing Banks and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.4 hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Banks and the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunderfor the benefit of the Administrative Agent, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Banks and/or the Secured Parties or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor (other than a Luxembourg Guarantor) for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Administrative Agent, the Issuing Banks and/or the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. If any amount shall be paid to a Luxembourg Guarantor for the account of the Borrower, such Luxembourg Guarantor will hold such amount for and on behalf of the Administrative Agent.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time paymentpayment of any Obligation, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which the Administrative Agent or the Lenders may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or any of the other Secured Parties, forthwith pay or cause to be paid to the Administrative Agent (for the benefit of itself and/or the Secured Parties, as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationunpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.5(a), and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent (on behalf of the Secured Parties) with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of each Guarantor against the Borrower arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights (for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties) or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentand the termination of the Commitments. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent (on behalf of the Secured Parties), segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Corporate Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Lender upon the bankruptcy or other reorganization of Seller Borrower or a Corporate Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Lender may have at law or in equity against Seller the Borrower or a Corporate Guarantor by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Corporate Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Lender, forthwith pay or cause to be paid to Agent the Lender in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon Agent the Lender shall assign such Guaranteed Obligation, together with all security interests, if any, then held by Agent or Purchaser the Lender in respect of such Guaranteed Obligation, to Guarantorthe Corporate Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Lender with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Corporate Guarantor or Corporate Guarantors making such payments. (b) Upon All rights of the Corporate Guarantors against the Borrower, arising as a result of the payment by any Corporate Guarantor of any sums to Agent hereunder, all rights of Guarantor against Seller involved, arising as a result thereof the Lender or directly to the Lender hereunder by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Corporate Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Corporate Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of Agent the Lender, segregated from such Corporate Guarantor's own assets, and shall forthwith be paid to the Lender to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, any Lender, the Issuing Bank or any other Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, any Lender, the Issuing Bank or any other Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, any Lender or any other Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed ObligationObligation with interest thereon at a rate of interest equal to the rate specified in Section 2.8(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Secured Parties hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which the Administrative Agent or the Lenders may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationunpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.8(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself and the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of each Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Administrative Agent and/or the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Administrative Agent and/or the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (ai) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantySection 11.03, and not in limitation of any other right which that the Administrative Agent or any other Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or any of the other Secured Parties, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself and/or the other Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationunpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.07(b), and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent (on behalf of the Secured Parties) with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (bii) Upon All rights of each Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights (for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties) or directly to any other Secured Party hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentTermination Date. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower (and such payment is not explicitly permitted to be made to such Guarantor under any provision of any Loan Document (including Section 7.07 hereof)), such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent (on behalf of the Secured Parties) to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Banks or the Secured Parties upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Banks or the Secured Parties may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself, the Issuing Banks and/or the Secured Parties, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself, the Issuing Banks and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.4 hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Banks and the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunderfor the benefit of the Administrative Agent, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Banks and/or the Secured Parties or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Administrative Agent, the Issuing Banks and/or the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Subsidiary Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must is otherwise be restored by Agent upon the bankruptcy or other reorganization of Seller or otherwiseany Bank. In furtherance of the provisions of this GuarantySection 9.3, and not in limitation of any other right which the Agent or a Bank may have at law or in equity against Seller Borrower or a Subsidiary Guarantor by virtue hereof, upon failure of Seller Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Subsidiary Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Agent or any Bank, forthwith pay or cause to be paid to the Agent or such Bank in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon Agent shall assign such Guaranteed Obligation, together the Obligations with all security interests, if any, then held by Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorinterest at the Default Rate. (b) Upon payment by Guarantor of any sums to Agent hereunder, all All rights of Guarantor the Subsidiary Guarantors against Seller involvedBorrower, arising as a result thereof of the payment by any Subsidiary Guarantor of the sums to the Agent or a Bank by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate subordinated and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentthe Agent and the Banks. If any amount shall be paid to Guarantor such Subsidiary Guarantors for the account of SellerBorrower, such amount shall be held in trust for the benefit of Agent the Banks and shall forthwith be paid to the Banks to be credited and applied to the Guaranteed Obligations, whether matured or unmatured. (c) Each Subsidiary Guarantor shall have a right of contribution from each other Subsidiary Guarantor with respect to any sums paid by a Subsidiary Guarantor to a Bank hereunder, which right of contribution shall in all respects be subordinated and junior in right of payment to the prior final and indefeasible payment in full of the Obligations to the Agent and the Banks. (d) The obligations of the Subsidiary Guarantors hereunder shall terminate upon the final and indefeasible payment in full of the Obligations to the Agent and the Banks. In addition, the Agent and the Banks shall release a Subsidiary Guarantor from its obligations hereunder upon the disposition of all of the capital stock of such Subsidiary Guarantor.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored or returned by Agent any Secured Party upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 8, and not in limitation of any other right which Agent any Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay 106 any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent (acting at the request of a Secured Party), forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed ObligationObligation with interest thereon at a rate of interest equal to the rate specified in Section 2.10(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including, without limitation, Post-Petition Interest) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding, without limitation, Post-Petition Interest), all Revolving Letter of Credit Commitments shall have expired or otherwise been terminated in their entirety, all Letters of Credit shall have expired or been terminated, or cancelled and all Lender Hedging Agreements have been terminated. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Purchaser or the Agent upon the bankruptcy or other reorganization of a Seller or otherwise. In furtherance of the provisions of this Guaranty, and not in limitation of any other right which the Purchaser or the Agent may have at law or in equity against a Seller by virtue hereof, upon failure of a Seller to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by the Purchaser or the Agent, forthwith pay or cause to be paid to the Purchaser or the Agent in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon the Purchaser or the Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or the Purchaser in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums to the Purchaser and the Agent hereunder, all rights of Guarantor against any Seller involved, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to the Purchaser and the Agent. If any an amount shall be paid to Guarantor for the account of a Seller, such amount shall be held in trust for the benefit of the Purchaser and the Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Lender upon the bankruptcy or other reorganization of Seller the Borrower or the Guarantors, or otherwise. In furtherance of the provisions of this Guaranty, Article 8 and not in limitation of any other right which Agent the Lender may have at law or in equity against Seller the Borrower or any Guarantor by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Lender, forthwith pay or cause to be paid to Agent the Lender in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in the Notes, and thereupon Agent the Lender shall assign such Guaranteed Obligation, together with all security interests, if any, then held by Agent or Purchaser the Lender in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payments. (b) Upon payment by Guarantor of any sums to Agent hereunder, all rights of Guarantor against Seller involved, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all principal of and interest on the Guaranteed Obligations (Notes and any other than unasserted contingent indemnification obligations) to Agent. If any amount amounts payable by the Borrower under the Loan Documents, the Guarantors shall be paid to Guarantor for the account of Seller, such amount shall be held in trust for the benefit of Agent to be credited and applied subrogated to the Guaranteed rights of the holders of the Notes in respect of any payment or other obligation with respect to which an amount has been payable by the Guarantors hereunder. The Guarantors shall not seek to exercise any rights of subrogation, reimbursement or indemnity arising from payments made by the Guarantors pursuant to the provisions of this Agreement until the full and complete payment or performance and discharge of the Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent Lender upon the bankruptcy or other reorganization of Seller Borrower or any other guarantor of any of the Guaranteed Obligations or otherwise. In furtherance of the provisions of this GuarantyGuaranty Agreement, and not in limitation of any other right which Agent Lender may have at law or in equity against Seller Borrower or any other guarantor of any of the Guaranteed Obligations, by virtue hereof, upon failure of Seller Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by AgentLender, forthwith pay or cause to be paid to Agent Lender in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon Agent shall assign such Guaranteed ObligationObligations arising in connection with the Loan Agreement, together with all security interests, if any, then held by Agent or Purchaser interest on the portion thereof that represents outstanding Obligations at the rate provided for in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums to Agent hereunder, all the Loan Agreement. All rights of Guarantor against Seller involved, Borrower or any other guarantor of the Obligations arising as a result thereof by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full only in cash of all the Guaranteed Obligations to Lender. In furtherance of the foregoing, until the Guaranteed Obligations have been paid in full in cash, (i) Guarantor hereby postpones and agrees not to exercise any right of subrogation, contribution or indemnification Guarantor has or may have as against Borrower or any other than unasserted contingent indemnification obligationsguarantor of the Obligations with respect to the Guaranteed Obligations; (ii) Guarantor hereby postpones and agrees not to Agentexercise any right to proceed against Borrower or any other Person now or hereafter liable on account of the Obligations for contribution, indemnity, reimbursement, or any other similar rights (irrespective of whether direct or indirect, liquidated or contingent) with respect to the Guaranteed Obligations; and (iii) Guarantor hereby postpones and agrees not to exercise any right it may have to proceed or to seek recourse against or with respect to any property or asset of Borrower or any other Person now or hereafter liable on account of the Obligations in respect of the Guaranteed Obligations. If any an amount shall be paid to Guarantor for the account of SellerBorrower in respect of the rights referred to in this paragraph, such amount shall be held in trust for the benefit of Agent Lender to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal any of or interest on any the Guaranteed Obligation Obligations is rescinded or must otherwise be restored or returned by Agent any Secured Party upon the bankruptcy or other reorganization of Seller any Borrower or any Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 8, and not in limitation of any other right which Agent any Credit Agreement Secured Party may have at law or in equity against Seller any Borrower, any Guarantor or any other Person by virtue hereof, upon failure of Seller any Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each applicable Guarantor hereunder of such Obligation hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent (acting at the request of a Credit Agreement Secured Party), forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Credit Agreement Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligation with interest thereon at a rate of interest equal to the rate specified in Section 2.12(a) hereof, and thereupon the Administrative Agent shall assign, without recourse and without representation or warranty of any kind, such Obligation, and thereupon shall instruct the Collateral Trustee or the Tranche A Collateral Agent shall (as applicable), without recourse and without representation or warranty of any kind, to assign such Guaranteed Obligation, together with all security interests, if any, then held by Agent the Collateral Trustee or Purchaser the Tranche A Collateral Trustee (as applicable), in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Collateral Agent, the Collateral Trustee or the Tranche A Collateral Agent on behalf of the Credit Agreement Secured Parties, the Secured Parties or the Lenders owed the Adjusted Tranche A Obligations (as applicable) with regard to amounts payable by any Borrower in connection with the remaining unpaid Obligations (including Post-Petition Interest) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against any Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunderfor the benefit of the Credit Agreement Secured Parties, all rights to the Tranche A Agent for the benefit of Guarantor against Seller involvedthe Tranche A Lenders, arising as a result thereof or directly to the Lenders or Credit Agreement Secured Party hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by, such Guarantor until and unless, the prior final and indefeasible payment in full occurrence of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentBank Credit Termination Date. If any amount shall be paid to such Guarantor for the account of Sellera Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the applicable Credit Agreement Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured."

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal any of or interest on any the Guaranteed Obligation Obligations is rescinded or must otherwise be restored or returned by Agent any Secured Party upon the bankruptcy or other reorganization of Seller any Borrower or any Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 8, and not in limitation of any other right which Agent any Secured Party may have at law or in equity against Seller any Borrower, any Guarantor or any other Person by virtue hereof, upon failure of Seller any Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each applicable Guarantor hereunder of such Obligation hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent (acting at the request of a Secured Party), forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligation with interest thereon at a rate of interest equal to the rate specified in Section 2.12(a) hereof, and thereupon the Administrative Agent shall assign, without recourse and without representation or warranty of any kind, such Obligation, and thereupon shall instruct the Collateral Agent shall or the Tranche A Collateral Agent (as applicable), without recourse and without representation or warranty of any kind, to assign such Guaranteed Obligation, together with all security interests, if any, then held by the Collateral Agent or Purchaser the Tranche A Collateral Agent (as applicable), in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent, the Collateral Agent or the Tranche A Collateral Agent on behalf of the Secured Parties or the Lenders owed the Adjusted Tranche A Obligations (as applicable) with regard to amounts payable by any Borrower in connection with the remaining unpaid Obligations (including Post-Petition Interest) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against any Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunderfor the benefit of the Secured Parties, all rights to the Tranche A Agent for the benefit of Guarantor against Seller involvedthe Tranche A Lenders, arising as a result thereof or directly to the Lenders or Secured Party hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by, such Guarantor until and unless, the prior final and indefeasible payment in full occurrence of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentBank Credit Termination Date. If any amount shall be paid to such Guarantor for the account of Sellera Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the applicable Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower or a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself, the Issuing Bank and the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of the Guarantors against the Borrower, arising as a result of the payment by any Guarantor of any sums to the Administrative Agent hereunderfor the benefit of itself, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Bank and the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any of the Secured Parties upon the bankruptcy or other reorganization of Seller a Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Secured Parties may have at law or in equity against Seller a Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrowers to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of the Secured Parties, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties in cash an amount equal to the unpaid amount of all such Guaranteed Obligationof its Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.7 hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrowers in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrowers, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrowers, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Fronting Bank or the Lenders upon the bankruptcy or other reorganization of Seller a Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Fronting Bank or the Lenders may have at law or in equity against Seller the Borrowers or a Guarantor by virtue hereof, upon failure of Seller the Borrowers to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Lenders in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Lenders with regard to amounts payable by the Borrowers in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of the Guarantors against the Borrowers, arising as a result of the payment by any Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrowers, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor The Parent further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Parent Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower, or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 10, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower, the Parent, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Parent Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor the Parent hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the lesser of (i) the unpaid amount of all such unpaid Obligations and (ii) the unpaid amount of the Parent Guaranteed ObligationObligations, in either case with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums the Parent making such payment; such assignment to Agent hereunder, all rights of Guarantor against Seller involved, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final rights of the Administrative Agent on behalf of itself, the Issuing Bank and indefeasible payment the Lenders with regard to amounts payable by the Borrower in full of all connection with the Guaranteed remaining unpaid Obligations (other than unasserted contingent indemnification obligations) to Agent. If any amount shall be paid to Guarantor for the account of Seller, such amount shall be held in trust for the benefit of Agent and to be credited and applied pro tanto to the Guaranteed Obligationsextent to which the Obligation in question was discharged by the Parent, whether matured the Guarantor or unmaturedGuarantors making such payments.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller a Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller a Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrowers to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself, the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.10 hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrowers in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrowers, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunderfor the benefit of the Administrative Agent, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Bank and/or the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrowers, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Administrative Agent, the Issuing Bank and/or the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower or a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself, the Issuing Bank and the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Administrative Agent, the Issuing Bank and the Lenders in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of the Guarantors against the Borrower, arising as a result of the payment by any Guarantor of any sums to the Administrative Agent hereunderfor the benefit of itself, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Bank and the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent upon the bankruptcy or other reorganization of Seller or otherwise. In furtherance of the provisions of this Guaranty, and not in limitation of any other right which Agent may have at law or in equity against Seller by virtue hereof, upon failure of Seller to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by Agent, forthwith pay or cause to be paid to Agent in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums to Agent hereunder, all rights of Guarantor against Seller involved, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agent. If any an amount shall be paid to Guarantor for the account of Seller, such amount shall be held in trust for the benefit of Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor Each of the Corporate Guarantors further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on or any fees on any Guaranteed Obligation is rescinded or must otherwise be restored by the Agent upon the bankruptcy or other reorganization of Seller the Borrower or any other Corporate Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which the Agent may have at law or in equity against Seller the Borrower or a Corporate Guarantor or any other person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor each of the Corporate Guarantors hereby promises to and will, upon receipt of written demand by Agentthe Agent on behalf of the Lenders, forthwith pay or cause to be paid to the Agent for the benefit of the Lenders in cash an amount equal to the unpaid amount of all the Guaranteed Obligations with interest on the portion thereof that represents outstanding loans and/or reimbursement obligations with respect to Letters of Credit (but without duplication of interest included in such Guaranteed ObligationObligations) at a rate of interest equal to the rate specified in Section 2.9(a) hereof, and thereupon the Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Corporate Guarantors making such payment; such assignment to be subordinate and junior first to the rights of the Agent on behalf of the Lenders and second to either of the Guarantors if applicable under the Priority and Contribution Agreement with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Corporate Guarantor or Corporate Guarantors making such payments. (b) Upon payment by any Corporate Guarantor of any sums to the Agent hereunderon behalf of the Lenders hereunder or to the Lenders, all rights of such Corporate Guarantor against Seller involvedthe Borrower, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of first all the Guaranteed Obligations to the Agent on behalf of the Lenders or to the Lenders and second to either of the Guarantors if applicable under the Guaranty Agreement. (other than unasserted contingent indemnification obligationsc) Each Corporate Guarantor which guarantees obligations hereunder, to Agentthe fullest extent permitted by Applicable Law, waives all rights of such Corporate Guarantor against the Borrower or either of the Guarantors arising as a result of payments made pursuant to such guarantees by way of right of subrogation or otherwise. If any amount shall be paid to such Corporate Guarantor for the account of Sellerthe Borrower involved, such amount shall be held in trust for the benefit of the Agent and shall forthwith be paid to the Agent for the benefit of the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmaturedObligations when due and payable.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Agent or the Lenders upon the bankruptcy or other reorganization of Seller any Borrower or any Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which the Agent or the Lenders may have at law or in equity against Seller any Borrower or Guarantor by virtue hereof, upon failure of Seller any Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Agent on behalf of the Lenders, forthwith pay or cause to be paid to the Agent on behalf of the Lenders in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon Agent shall assign such Guaranteed Obligation, together the Obligations with all security interests, if any, then held by Agent or Purchaser interest thereon at a rate of interest equal to the rate specified in respect of such Guaranteed Obligation, to GuarantorSection 2.7(a) hereof. (b) Upon All rights of the Guarantors against any Borrower, arising as a result of the payment by any Guarantor of any sums to the Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate subordinated and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Parent, such amount shall be held in trust for the benefit of the Agent and shall forthwith be paid to the Agent on behalf of the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder under this Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 10, and not in limitation of any other right which Agent the Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Agent on behalf of itself, the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.9(a) hereof, and thereupon the Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (ba) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Agent hereunderfor the benefit of the Agent, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Bank and/or the Lenders or directly to the Issuing Bank or the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Agent segregated from such Guarantor's own assets and shall forthwith be paid to the Agent on behalf of itself, the Issuing Bank and/or the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Purchaser or the Agent upon the bankruptcy or other reorganization of Seller or otherwise. In furtherance of the provisions of this Guaranty, and not in limitation of any other right which the Purchaser or the Agent may have at law or in equity against Seller by virtue hereof, upon failure of Seller to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by the Purchaser or the Agent, forthwith pay or cause to be paid to the Purchaser or the Agent in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon the Purchaser or the Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or the Purchaser in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums to the Purchaser and the Agent hereunder, all rights of Guarantor against Seller involvedSeller, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to the Purchaser and the Agent. If any an amount shall be paid to Guarantor for the account of Seller, such amount shall be held in trust for the benefit of the Purchaser and the Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Secured Obligation is rescinded or must otherwise be restored by Agent any Secured Party upon the bankruptcy or other reorganization of Seller GMI or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantySection 2, and not in limitation of any other right which Agent any Secured Party may have at law or in equity against Seller GMI, a Guarantor or any other Person by virtue hereof, upon failure of Seller GMI to pay any Guaranteed Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentany Secured Party, forthwith pay or cause to be paid to the Collateral Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Secured Obligations with interest thereon at a rate of interest equal to the applicable default rate, and thereupon the Collateral Agent shall assign such Guaranteed Secured Obligation, together with all security interests, if any, then held by the Collateral Agent or Purchaser in respect of such Guaranteed Secured Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Collateral Agent on behalf of the Secured Parties with regard to amounts payable by GMI in connection with the remaining unpaid Secured Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Secured Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against GMI, arising as a result of the payment by such Guarantor of any sums to the Collateral Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Secured Parties hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Secured Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of SellerGMI, such amount shall be held in trust for the benefit of the Collateral Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Collateral Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Secured Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder under this Article 10 shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 10, and not in limitation of any other right which Agent the Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Agent on behalf of itself, the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.9(a) hereof, and thereupon the Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (ba) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Agent hereunderfor the benefit of the Agent, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Bank and/or the Lenders or directly to the Issuing Bank or the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Agent segregated from such Guarantor’s own assets and shall forthwith be paid to the Agent on behalf of itself, the Issuing Bank and/or the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationunpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.8(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of each Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunderfor the benefit of the Administrative Agent, all rights of Guarantor against Seller involved, arising as a result thereof and/or the Issuing Bank and/or the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Administrative Agent and/or the Issuing Bank and/or the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller a Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller a Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrowers to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself, the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrowers in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrowers, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunderfor the benefit of the Administrative Agent, all rights of Guarantor against Seller involved, arising as a result thereof the Issuing Bank and/or the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrowers, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Administrative Agent, the Issuing Bank and/or the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Agent upon the bankruptcy or other reorganization of a Seller or otherwise. In furtherance of the provisions of this Guaranty, and not in limitation of any other right which the Agent may have at law or in equity against a Seller by virtue hereof, upon failure of a Seller to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by the Agent, forthwith pay or cause to be paid to the Agent in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon the Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums to the Agent hereunder, all rights of Guarantor against any Seller involved, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to the Agent. If any an amount shall be paid to Guarantor for the account of a Seller, such amount shall be held in trust for the benefit of the Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, payment of any Obligation or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which the Administrative Agent or the Lenders may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or any of the other Secured Parties, forthwith pay or cause to be paid to the Administrative Agent (for the benefit of itself and/or the Secured Parties, as applicable), in cash an amount equal to the unpaid amount of all such Guaranteed Obligationunpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.7, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent (on behalf of the Secured Parties) with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of each Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights (for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties) or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligationsany Unasserted Contingent Obligations) to Agentand the termination of the Commitments. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent (on behalf of the Secured Parties), segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent any Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by any Agent, the Issuing Bank, any Lender or any other Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.13(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Secured Parties hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (ai) Each Guarantor further agrees that its guaranty guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, payment of any Obligation or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent or the Lenders upon the bankruptcy or other reorganization of Seller any other Credit Party, or otherwise. In furtherance of the provisions of this GuarantySection 8.1, and not in limitation of any other right which Agent or the Lenders may have at law or in equity against Seller any other Credit Party or any other Person by virtue hereof, upon failure of Seller any Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Agent on behalf of itself and/or any of the other Secured Parties, forthwith pay or cause to be paid to the Agent (for the benefit of itself and/or the Secured Parties, as applicable), in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, unpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified under this Agreement and thereupon the Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Agent (on behalf of the Secured Parties) with regard to amounts payable by the Borrowers in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (bii) Upon All rights of each Guarantor against the Borrowers, arising as a result of the payment by such Guarantor of any sums to the Agent hereunder, all rights of Guarantor against Seller involved, arising as a result thereof or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentRepayment Date. If any amount shall be paid to such Guarantor for the account of Sellerany Borrower, such amount shall be held in trust for the benefit of the Agent (on behalf of the Secured Parties), segregated from such Guarantor’s own assets, and shall forthwith be paid to the Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor Each of the Guarantors further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any of the Secured Parties upon the bankruptcy or other reorganization of Seller any Borrower or any other guarantor of the Guaranteed Obligations (including the Guarantors), or otherwise. In furtherance of the provisions of this GuarantyGuaranty Agreement, and not in limitation of any other right which Agent the Secured Parties may have at law or in equity against Seller any Borrower or any other guarantor of the Guaranteed Obligations (including the Guarantors), by virtue hereof, upon failure of Seller any Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor the Guarantors hereby promises promise to and will, upon receipt of written demand by the Agent, forthwith pay or cause to be paid to the Agent on behalf of the Lenders in cash an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon Agent shall assign such Guaranteed Obligation, Obligations arising in connection with the Loan Agreement together with all security interestsinterest on the portion thereof that represents outstanding Loans (as defined in the Loan Agreement, if any, then held by Agent or Purchaser “Loans”) at the rate provided for in respect Section 2.06 of such Guaranteed Obligation, to Guarantor. (b) the Loan Agreement. Upon payment by Guarantor the Guarantors of any sums to Agent any of the Secured Parties hereunder, all rights of Guarantor the Guarantors against Seller involvedthe Borrowers, arising as a result thereof by way of right of subrogation or otherwise, shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentthe Secured Parties. If any an amount shall be paid to any Guarantor for the account of Sellerany Borrower in respect of the rights referred to in the preceding sentence, such amount shall be held in trust for the benefit of Agent the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent any Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentany Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.9(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor ------------------------------------ further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Fronting Bank or the Lenders upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 8, and not in limitation of any other right which Agent the Administrative Agent, the Fronting Bank or the Lenders may have at law or in equity against Seller the Borrower or a Guarantor by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Lenders in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.8(a) hereof, and thereupon the Administrative Agent shall to the extent permitted by the Collateral Agency Agreement, direct the Collateral Agent to assign such Guaranteed Obligation, together with all security interests, if any, then held by the Collateral Agent or Purchaser on behalf of the Administrative Agent in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of the Guarantors against the Borrower, arising as a result of the payment by any Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor The Parent further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Parent Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower, or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 10, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower, the Parent, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Parent Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor the Parent hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or the Issuing Bank and/or the Lenders, forthwith pay or cause to be paid to the Administrative Agent for the benefit of itself, the Issuing Bank and/or the Lenders (as applicable) in cash an amount equal to the lesser of (i) the unpaid amount of all such Guaranteed Obligationunpaid Obligations and (ii) the unpaid amount of the Parent Obligations, in either case with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Parent making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of itself, the Issuing Bank and the Lenders with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Parent, the Guarantor or Guarantors making such payments. (b) Upon payment by Guarantor of any sums to Agent hereunder, all All rights of Guarantor the Parent against Seller involvedthe Borrower, arising as a result thereof of the payment by the Parent of any sums to the Administrative Agent for the benefit of the Administrative Agent, and/or the Issuing Bank and/or the Lenders or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by the Parent until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to AgentObligations. If any amount shall be paid to Guarantor the Parent for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from the Parent’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Administrative Agent and/or the Issuing Bank and/or the Lenders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent any Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentany Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash and in immediately available funds an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the applicable rate specified in Section 2.8 hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of any Credit Party whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored or returned by Agent any Secured Party upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 8, and not in limitation of any other right which Agent any Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent (acting at the request of a Secured Party and subject to the Intercreditor Agreement), forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed ObligationObligation with interest thereon at a rate of interest equal to the rate specified in Section 2.7(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with Obligation and the Collateral Agent shall assign all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Collateral Agent with respect to the Collateral on behalf of the Secured Parties and to the rights of the Administrative Agent with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including, without limitation, Post-Petition Interest) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the New Term Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to the prior final to, and indefeasible payment shall not be exercised by such Guarantor until and unless all obligations have been indefeasibly paid in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentin cash. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by any of the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.10(a) hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Secured Parties hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent any Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by any Agent, the Issuing Bank, any Lender or any other Secured Party, forthwith pay or cause to be paid to the Collateral Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.13(a) hereof, and thereupon the Collateral Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Collateral Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Collateral Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Collateral Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Secured Parties hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Collateral Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Collateral Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, payment of any Obligation or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent the Administrative Agent, the Issuing Bank or the Lenders upon the bankruptcy or other reorganization of Seller the Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent the Administrative Agent, the Issuing Bank or the Lenders may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentthe Administrative Agent on behalf of itself and/or any of the other Secured Parties, forthwith pay or cause to be paid to the Administrative Agent (for the benefit of itself and/or the Secured Parties, as applicable), in cash an amount equal to the unpaid amount of all such Guaranteed Obligationunpaid Obligations with interest thereon from the due date at a rate of interest equal to the rate specified in Section 2.7(a), and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent (on behalf of the Secured Parties) with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of each Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights (for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties) or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full of all the Guaranteed Obligations (other than unasserted contingent indemnification obligationsthe Unasserted Contingent Obligations) to Agentand the termination of the Commitments. If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent (on behalf of the Secured Parties), segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent any Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent any Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by Agentany Secured Party, forthwith pay or cause to be paid to the Administrative Agent for the benefit of the Secured Parties (as applicable) in cash and in immediately available funds an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the applicable rate specified in Section 2.8 hereof, and thereupon the Administrative Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Administrative Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantor or Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Administrative Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Administrative Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of any Credit Party whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Administrative Agent, segregated from such Guarantor’s own assets, and shall forthwith be paid to the Administrative Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Guarantor further agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent Lender upon the bankruptcy or other reorganization of Seller Borrowers or any other guarantor of any of the Guaranteed Obligations or otherwise. In furtherance of the provisions of this GuarantyGuaranty Agreement, and not in limitation of any other right which Agent Lender may have at law or in equity against Seller Borrowers or any other guarantor of any of the Guaranteed Obligations, by virtue hereof, upon failure of Seller Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, Guarantor hereby promises to and will, upon receipt of written demand by AgentLender, forthwith pay or cause to be paid to Agent in cash Lender an amount equal to the unpaid amount of all such Guaranteed Obligation, and thereupon Agent shall assign such Guaranteed ObligationObligations arising in connection with the Loan Agreement, together with all security interests, if any, then held by Agent or Purchaser interest on the portion thereof that represents outstanding Obligations at the rate provided for in respect of such Guaranteed Obligation, to Guarantor. (b) Upon payment by Guarantor of any sums to Agent hereunder, all the Loan Agreement. All rights of Guarantor against Seller involved, Borrowers or any other guarantor of the Obligations arising as a result thereof by way of right of subrogation or otherwise, otherwise shall in all respects be subordinate and junior in right of payment to the prior final and indefeasible payment in full of all the Guaranteed Obligations to Lender. In furtherance of the foregoing, until the Guaranteed Obligations have been paid in full, (i) Guarantor hereby postpones and agrees not to exercise any right of subrogation, contribution or indemnification Guarantor has or may have as against Borrowers or any other than unasserted contingent indemnification obligationsguarantor of the Obligations with respect to the Guaranteed Obligations; (ii) Guarantor hereby postpones and agrees not to Agentexercise any right to proceed against Borrowers or any other Person now or hereafter liable on account of the Obligations for contribution, indemnity, reimbursement, or any other similar rights (irrespective of whether direct or indirect, liquidated or contingent) with respect to the Guaranteed Obligations; and (iii) Guarantor hereby postpones and agrees not to exercise any right it may have to proceed or to seek recourse against or with respect to any property or asset of Borrowers or any other Person now or hereafter liable on account of the Obligations in respect of the Guaranteed Obligations. If any an amount shall be paid to Guarantor for the account of SellerBorrowers in respect of the rights referred to in this paragraph, such amount shall be held in trust for the benefit of Agent Lender to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement, etc. (a) Each Guarantor further agrees that its guaranty Guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by Agent either Agent, the Issuing Bank, any Lender or any other Secured Party upon the bankruptcy or other reorganization of Seller Borrower or a Guarantor, or otherwise. In furtherance of the provisions of this GuarantyArticle 9, and not in limitation of any other right which Agent either Agent, the Issuing Bank, any Lender or any other Secured Party may have at law or in equity against Seller the Borrower, a Guarantor or any other Person by virtue hereof, upon failure of Seller the Borrower to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by either Agent, the Issuing Bank, any Lender or any other Secured Party, forthwith pay or cause to be paid to the Collateral Agent for the benefit of the Secured Parties (as applicable) in cash an amount equal to the unpaid amount of all such Guaranteed Obligationthe Obligations with interest thereon at a rate of interest equal to the rate specified in Section 2.13(a) hereof, and thereupon the Collateral Agent shall assign such Guaranteed Obligation, together with all security interests, if any, then held by the Collateral Agent or Purchaser in respect of such Guaranteed Obligation, to Guarantorthe Guarantors making such payment; such assignment to be subordinate and junior to the rights of the Collateral Agent on behalf of the Secured Parties with regard to amounts payable by the Borrower in connection with the remaining unpaid Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding) and to be pro tanto to the extent to which the Obligation in question was discharged by the Guarantor or Guarantors making such payments. (b) Upon All rights of a Guarantor against the Borrower, arising as a result of the payment by such Guarantor of any sums to the Collateral Agent hereunder, all rights for the benefit of Guarantor against Seller involved, arising as a result thereof the Secured Parties or directly to the Secured Parties hereunder by way of right of subrogation or otherwise, shall in all respects be subordinate subordinated and junior in right of payment to to, and shall not be exercised by such Guarantor until and unless, the prior final and indefeasible payment in full in cash of all the Guaranteed Obligations (other than unasserted contingent indemnification obligations) to Agentincluding interest accruing on and after the filing of any petition in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in such proceeding). If any amount shall be paid to such Guarantor for the account of Sellerthe Borrower, such amount shall be held in trust for the benefit of the Collateral Agent, segregated from such Guarantor's own assets, and shall forthwith be paid to the Collateral Agent on behalf of the Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.