Extract to table

7234891) (the "Holdings Guarantor"), is the direct parent of the Borrower and the holder of 100% of the issued and outstanding equity interests in the Borrower, and each Subsidiary Guarantor (as hereinafter defined) is a direct or indirect domestic restricted subsidiary of the Borrower; WHEREAS, each Guarantor will derive substantial direct and indirect benefit from the making of the Loans and the extensions of credit under the Credit Agreement, including the refinancing of the Existing Credit Facilities, the provision of working capital and liquidity to the Borrower and its subsidiaries, and the general financial support and credit enhancement resulting from the transactions contemplated by the Credit Agreement; WHEREAS, it is a condition precedent to the obligation of the Lenders to make the Term Loans under the Credit Agreement that each Guarantor shall have executed and delivered this Guarantee Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties; and WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement

01 — Defined Terms As used in this Guarantee Agreement, the following terms shall have the following meanings: "Administrative Agent" means Crescent Harbor Bank, N

02 — Rules of Construction (a) Terms defined in the Credit Agreement and not otherwise defined in this Guarantee Agreement shall have the respective meanings assigned to such terms in the Credit Agreement

(c) Unless the context otherwise requires, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in the Credit Agreement), (ii) any reference to any person shall be construed to include such person's successors and permitted assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Guarantee Agreement in its entirety and not to any particular provision hereof, (iv) all references to "including" shall mean "including without limitation," (v) the word "or" is not exclusive, and (vi) the word "will" shall be construed to have the same meaning and effect as the word "shall

" (d) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined

Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms