UNDER THE CREDIT AGREEMENT, EACH GUARANTOR HEREBY
JOINTLY AND SEVERALLY UNCONDITIONALLY, AND IRREVOCABLY, GUARANTIES TO THE
ADMINISTRATIVE AGENT, EACH LENDER AND ANY PROVIDER OF ANY LENDER-PROVIDED HEDGE
OR ANY LENDER-PROVIDED TREASURY/CREDIT ARRANGEMENT; AND BECOMES SURETY, AS
THOUGH IT WAS A PRIMARY OBLIGOR FOR, THE FULL AND PUNCTUAL PAYMENT AND
PERFORMANCE WHEN DUE (WHETHER ON DEMAND, AT STATED MATURITY, BY ACCELERATION, OR
OTHERWISE AND INCLUDING ANY AMOUNTS WHICH WOULD BECOME DUE BUT FOR THE OPERATION
OF AN AUTOMATIC STAY UNDER THE FEDERAL BANKRUPTCY CODE OF THE UNITED STATES OR
ANY SIMILAR LAWS OF ANY COUNTRY OR JURISDICTION) OF ALL OBLIGATIONS, INCLUDING,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE FOLLOWING: (A) ANY AND ALL
OBLIGATIONS, LIABILITIES, AND INDEBTEDNESS FROM TIME TO TIME OF THE BORROWER,
ANY OTHER GUARANTOR OR ANY OTHER SUBSIDIARY OF THE BORROWER TO THE
ADMINISTRATIVE AGENT, ANY OF THE LENDERS OR ANY AFFILIATE OF ANY AGENT OR ANY
LENDER UNDER OR IN CONNECTION WITH THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT, WHETHER FOR PRINCIPAL, INTEREST, FEES, INDEMNITIES, EXPENSES, OR
OTHERWISE, AND ALL REFINANCINGS OR REFUNDINGS THEREOF, WHETHER SUCH OBLIGATIONS,
LIABILITIES, OR INDEBTEDNESS ARE DIRECT OR INDIRECT, SECURED OR UNSECURED, JOINT
OR SEVERAL, ABSOLUTE OR CONTINGENT, DUE OR TO BECOME DUE, WHETHER FOR PAYMENT OR
PERFORMANCE, NOW EXISTING OR HEREAFTER ARISING (AND INCLUDING OBLIGATIONS,
LIABILITIES, AND INDEBTEDNESS ARISING OR ACCRUING AFTER THE COMMENCEMENT OF ANY
BANKRUPTCY, INSOLVENCY, REORGANIZATIONS, OR SIMILAR PROCEEDING WITH RESPECT TO
THE BORROWER, ANY GUARANTOR OR ANY OTHER SUBSIDIARY OF THE BORROWER OR WHICH
WOULD HAVE ARISEN OR ACCRUED BUT FOR THE COMMENCEMENT OF SUCH PROCEEDING, EVEN
IF THE CLAIM FOR SUCH OBLIGATION, LIABILITY, OR INDEBTEDNESS IS NOT ENFORCEABLE
OR ALLOWABLE IN SUCH PROCEEDING, AND INCLUDING ALL OBLIGATIONS, LIABILITIES, AND
INDEBTEDNESS ARISING FROM ANY EXTENSIONS OF CREDIT UNDER OR IN CONNECTION WITH
THE LOAN DOCUMENTS FROM TIME TO TIME, REGARDLESS WHETHER ANY SUCH EXTENSIONS OF
CREDIT ARE IN EXCESS OF THE AMOUNT COMMITTED UNDER OR CONTEMPLATED BY THE LOAN
DOCUMENTS OR ARE MADE IN CIRCUMSTANCES IN WHICH ANY CONDITION TO AN EXTENSION OF
CREDIT IS NOT SATISFIED); (B) ALL REIMBURSEMENT OBLIGATIONS OF EACH OTHER LOAN
PARTY AND ANY OTHER SUBSIDIARY OF THE BORROWER WITH RESPECT TO ANY ONE OR MORE
LETTERS OF CREDIT ISSUED BY ANY ISSUING LENDER; (C) ALL INDEBTEDNESS, LOANS,
OBLIGATIONS, EXPENSES AND LIABILITIES OF EACH OTHER LOAN PARTY OR ANY OTHER
SUBSIDIARY OF THE BORROWER TO THE AGENTS OR ANY OF THE LENDERS, OR ANY OF THEIR
RESPECTIVE AFFILIATES, ARISING OUT OF ANY LENDER-PROVIDED HEDGE OR ANY
LENDER-PROVIDED TREASURY/CREDIT ARRANGEMENT PROVIDED BY THE ADMINISTRATIVE
AGENT, ANY OF THE LENDERS OR SUCH AFFILIATES PURSUANT TO THE CREDIT AGREEMENT;
(D) ANY SUMS ADVANCED BY OR OWING TO THE ADMINISTRATIVE
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AGENT OR ANY OF THE LENDERS FOR ANY REASON RELATING TO THE CREDIT AGREEMENT, ANY
OTHER LOAN DOCUMENT, OR ANY COLLATERAL RELATING THERETO, INCLUDING FOR
INDEMNIFICATION, FOR MAINTENANCE, PRESERVATION, PROTECTION OR ENFORCEMENT OF, OR
REALIZATION UPON, THE COLLATERAL OR OTHER COLLATERAL SECURITY OR ANY ONE OR MORE
GUARANTIES, AND FOR ENFORCEMENT, COLLECTION, OR