Common use of Guaranty of Indebtedness, Liabilities and Obligations Clause in Contracts

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documents, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent GE Capital and LendersLessors, as and when the same become due or performable strictly in accordance with the terms and provisions of the Loan DocumentsRestated Lease Agreement, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Restated Lease Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower Savvis may now or at any time hereafter owe to Administrative Agent GE Capital or any Lender Lessor (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent GE Capital or any Lender Lessor or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against BorrowerSavvis) pursuant to the Credit Agreement, any Note Restated Lease Agreement or any other Loan Credit Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower Savvis may now or at any time hereafter owe to Administrative Agent GE Capital or any Lender Lessor (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent GE Capital or any Lender Lessor or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against BorrowerSavvis) pursuant to the Credit Agreement, any Note Restated Lease Agreement or any other Loan Credit Document and (b) the faithful, prompt and complete compliance by Borrower Savvis and the other Credit Parties with all terms, conditions, covenants, agreements and undertakings of Borrower Savvis and the other Credit Parties (or any one or more of them) under the Credit Agreement, any Note Restated Lease Agreement or any other Loan Credit Document (the Obligations and the interest, ___ penalties, ___ fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). Notwithstanding anything to the contrary contained in this Guaranty, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that Borrower would not render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided, however, that, for purposes of the immediately preceding clause, it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to but without limiting the generality of the foregoing sentence, the provisions of this Guaranty are severable and, in any legally binding action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights or general principles of equity, if the indebtedness, liabilities or obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its indebtedness, liabilities or obligations under this Guaranty, then, notwithstanding any other provisions of this Guaranty to the contrary, the amount of such indebtedness, liabilities or obligations shall, without any further action by Guarantor, GE Capital, Lessors or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding. Notwithstanding that Savvis may not be liable or obligated to Administrative Agent GE Capital or any Lender Lessor for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Restated Lease Agreement from and after the date on which Borrower Savvis files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower Savvis under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent GE Capital or any Lender Lessor from and after the Petition Date in connection with the Guaranteed Obligations.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent GE Capital and LendersLessors, as and when the same become due or performable strictly in accordance with the terms and provisions of the Loan DocumentsRestated Lease Agreement, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Restated Lease Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower Savvis may now or at any time hereafter owe to Administrative Agent GE Capital or any Lender Lessor (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent GE Capital or any Lender Lessor or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against BorrowerSavvis) pursuant to the Credit Agreement, any Note Restated Lease Agreement or any other Loan Credit Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower Savvis may now or at any time hereafter owe to Administrative Agent GE Capital or any Lender Lessor (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent GE Capital or any Lender Lessor or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against BorrowerSavvis) pursuant to the Credit Agreement, any Note Restated Lease Agreement or any other Loan Credit Document and (b) the faithful, prompt and complete compliance by Borrower Savvis and the other Credit Parties with all terms, conditions, covenants, agreements and undertakings of Borrower Savvis and the other Credit Parties (or any one or more of them) under the Credit Agreement, any Note Restated Lease Agreement or any other Loan Credit Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). Notwithstanding anything to the contrary contained in this Guaranty, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that Borrower would not render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided, however, that, for purposes of the immediately preceding clause, it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to but without limiting the generality of the foregoing sentence, the provisions of this Guaranty are severable and, in any legally binding action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights or general principles of equity, if the indebtedness, liabilities or obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of its indebtedness, liabilities or obligations under this Guaranty, then, notwithstanding any other provisions of this Guaranty to the contrary, the amount of such indebtedness, liabilities or obligations shall, without any further action by Guarantor, GE Capital, Lessors or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding. Notwithstanding that Savvis may not be liable or obligated to Administrative Agent GE Capital or any Lender Lessor for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Restated Lease Agreement from and after the date on which Borrower Savvis files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower Savvis under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent GE Capital or any Lender Lessor from and after the Petition Date in connection with the Guaranteed Obligations.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor Each Guarantor, jointly and severally, hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to the Administrative Agent and Lenders, as and when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documents, whether at stated maturity, by acceleration or otherwise, Lenders of any and all Obligations (as such term is defined in the Credit Agreement)Obligations, which Obligations includeincluding, without limitation, any and all (i) any and all interest, penalties, fees fees, and expenses (specifically including, but not limited to, reasonable attorneys' ’ fees and expenses) which Borrower may now or at any time hereafter owe to the Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interestfees, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities liabilities, and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several several, or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft overdraft, or otherwise, which Borrower may now or at any time hereafter owe to the Administrative Agent or any Lender (whether or not such indebtedness, liabilities liabilities, and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements agreements, and undertakings of Borrower under the Credit Agreement, any Note Note, or any other Loan Document Documents (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities liabilities, and obligations, etc. obligations referred to in clauses (a) and (b) preceding as to which payment, payment and performance and compliance are is guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "“Guaranteed Obligations"”). Notwithstanding that Borrower may not be liable or obligated to the Administrative Agent or any Lender for interest and/or reasonable attorneys' ’ fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which each Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "“Petition Date"”) and all attorneys' ’ fees and expenses incurred by the Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Guaranty, however, the Guaranteed Obligations guaranteed by each Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided, however, that for purposes of this sentence it shall be presumed that the Guaranteed Obligations guaranteed by any Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render such Guarantor’s obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without limiting the generality of the foregoing, the provisions of this Guaranty are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer or similar law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of such obligations under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such obligations shall, without any further action by any Guarantor, the Administrative Agent, any Lender or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and when the same become due payable or performable strictly in accordance with the terms and provisions of the Loan Documents, when due, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any the Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any the Note or any other Loan Document and (b) the faithful, faithful prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any the Note or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and the Lenders when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documentsdue, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which 230 Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"); provided, however, notwithstanding anything to the contrary contained in this paragraph 2, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render Guarantor's obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided further, however, that for purposes of this proviso it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without limiting the generality of the foregoing proviso, the provisions of this Guaranty are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights, if the indebtedness, liabilities or obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount thereof under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount thereof shall, without any further action by Guarantor, Agent, any Lender or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding. Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.)

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and Lenders when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documentsdue, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interestinterests, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, any Letter of Credit or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, any Letter of Credit or any other Loan Document and (b) the faithful, faithful prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note Note, any Letter of Credit or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"); provided, however, notwithstanding anything to the contrary contained in this Paragraph 2, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render Guarantor's obligations under this Guaranty subject to avoidance under Section 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided further, however, that for purposes of this proviso it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without limiting the generality of the foregoing proviso, the provisions of this Guaranty are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights, if the indebtedness, liabilities or obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount thereof under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount thereof shall, without any further action by Guarantor, Agent, any Lender or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor ----------------------------------------------------- hereby absolutely, unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documents, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, ---- liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower and the other Loan Parties (or any one or more of them) with all terms, conditions, covenants, agreements and undertakings of Borrower and the other Loan Parties (or any one or more of them) under the Credit Agreement, any Note or any other Loan Document (the Obligations and Obligations, including the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, ------- --- --- performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). ---------------------- Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' ------------- fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor Each Guarantor, jointly and severally, hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to the Administrative Agent and Lenders, as and when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documents, whether at stated maturity, by acceleration or otherwise, Lenders of any and all Obligations (as such term is defined in the Credit Agreement)Obligations, which Obligations includeincluding, without limitation, any and all (i) any and all interest, penalties, fees fees, and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower may now or at any time hereafter owe to the Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interestfees, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities liabilities, and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several several, or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft overdraft, or otherwise, which Borrower may now or at any time hereafter owe to the Administrative Agent or any Lender (whether or not such indebtedness, liabilities liabilities, and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements agreements, and undertakings of Borrower under the Credit Agreement, any Note Note, or any other Loan Document Documents (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities liabilities, and obligations, etc. obligations referred to in clauses (a) and (b) preceding as to which payment, payment and performance and compliance are is guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). Notwithstanding that Borrower may not be liable or obligated to the Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which each Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' ’ fees and expenses incurred by the Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations. Notwithstanding anything to the contrary contained in this Guaranty, however, the Guaranteed Obligations guaranteed by each Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render such Guarantor's obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided, however, that for purposes of this sentence it shall be presumed that the Guaranteed Obligations guaranteed by any Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render such Guarantor's obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without limiting the generality of the foregoing, the provisions of this Guaranty are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer or similar law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount of such obligations under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such obligations shall, without any further action by any Guarantor, the Administrative Agent, any Lender or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and the Lenders when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documentsdue, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which 200 Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"); provided, however, notwithstanding anything to the contrary contained in this paragraph 2, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render Guarantor's obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided further, however, that for purposes of this proviso it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without limiting the generality of the foregoing proviso, the provisions of this Guaranty are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights, if the indebtedness, liabilities or obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount thereof under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount thereof shall, without any further action by Guarantor, Agent, any Lender or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding. Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.)

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor ----------------------------------------------------- hereby absolutely, unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documents, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document and (b) the faithful, faithful prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and the Lenders when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documentsdue, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower 109 may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"); provided, however, notwithstanding anything to the contrary contained in this paragraph 2, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render Guarantor's obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided further, however, that for purposes of this proviso it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without limiting the generality of the foregoing proviso, the provisions of this Guaranty are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights, if the indebtedness, liabilities or obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount thereof under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount thereof shall, without any further action by Guarantor, Agent, any Lender or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding. Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.)

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and the Lenders when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documentsdue, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which 215 Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interest, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note or any other Loan Document and (b) the faithful, prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"); provided, however, notwithstanding anything to the contrary contained in this paragraph 2, the Guaranteed Obligations of Guarantor hereunder shall not exceed an aggregate amount equal to the greatest amount that would not render Guarantor's obligations under this Guaranty subject to avoidance under Sections 544, 548 or 550 of the Federal Bankruptcy Code or subject to being set aside or annulled under any applicable state law relating to fraud on creditors; provided further, however, that for purposes of this proviso it shall be presumed that the Guaranteed Obligations of Guarantor under this Guaranty do not equal or exceed any aggregate amount which would render Guarantor's indebtedness, liabilities or obligations under this Guaranty subject to being so avoided, set aside or annulled, and the burden of proof to the contrary shall be on the party asserting to the contrary. Subject to, but without limiting the generality of the foregoing proviso, the provisions of this Guaranty are severable and, in any action or proceeding involving any state corporate law or any bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors' rights, if the indebtedness, liabilities or obligations of Guarantor under this Guaranty would otherwise be held or determined to be void, invalid or unenforceable on account of the amount thereof under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount thereof shall, without any further action by Guarantor, Agent, any Lender or any other Person, be automatically limited and reduced to the greatest amount which is valid and enforceable as determined in such action or proceeding. Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.)

Guaranty of Indebtedness, Liabilities and Obligations. Guarantor hereby absolutely, irrevocably and unconditionally and irrevocably guarantees (a) payment and performance to Administrative Agent and Lenders, as and Lenders when the same become due or performable strictly in accordance with the terms and provisions of the Loan Documentsdue, whether at stated maturity, by acceleration or otherwise, of any and all Obligations (as such term is defined in the Credit Agreement), which Obligations include, without limitation, (i) any and all interest, penalties, fees and expenses (specifically including, but not limited to, reasonable attorneys' fees and expenses) which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such interest, penalties, fees and expenses were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such interestinterests, penalties, fees and expenses are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, any Letter of Credit or any other Loan Document plus (ii) the principal amount of any and all indebtedness, liabilities and other obligations, whether primary, absolute, secondary, direct, indirect, fixed, contingent, liquidated, unliquidated, secured or unsecured, matured or unmatured, joint, several or joint and several, due or to become due and whether arising by agreement, note, discount, acceptance, overdraft or otherwise, which Borrower may now or at any time hereafter owe to Administrative Agent or any Lender (whether or not such indebtedness, liabilities and obligations were originally contracted with Administrative Agent or any Lender or with another or others and whether or not such indebtedness, liabilities or obligations are enforceable against Borrower) pursuant to the Credit Agreement, any Note Note, any Letter of Credit or any other Loan Document and (b) the faithful, faithful prompt and complete compliance by Borrower with all terms, conditions, covenants, agreements and undertakings of Borrower under the Credit Agreement, any Note Note, any Letter of Credit or any other Loan Document (the Obligations and the interest, penalties, fees, expenses, indebtedness, liabilities and obligations, etc. referred to in clauses (a) and (b) preceding as to which payment, performance and compliance are guaranteed pursuant to this Guaranty are hereinafter individually and collectively called the "Guaranteed Obligations"). Notwithstanding that Borrower may not be liable or obligated to Administrative Agent or any Lender for interest and/or reasonable attorneys' fees and expenses on, or in connection with, the Guaranteed Obligations from and after the Petition Date (as hereinafter defined) as a result of the provisions of the federal bankruptcy laws or otherwise, the Guaranteed Obligations for which Guarantor shall be liable and obligated under this Guaranty shall include (to the extent permitted by law or a court of competent jurisdiction) interest accruing on the Guaranteed Obligations at the highest rate provided for in the Credit Agreement from and after the date on which Borrower files for protection under the federal bankruptcy laws or from and after the date on which an involuntary proceeding is filed against Borrower under the federal bankruptcy laws (herein collectively referred to as the "Petition Date") and all attorneys' fees and expenses incurred by Administrative Agent or any Lender from and after the Petition Date in connection with the Guaranteed Obligations.