Common use of The Guarantee Clause in Contracts

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes Note(s) held by each Lender of, each Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and any Group Member under the Notes and by any Obligor under any Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the other Credit DocumentsParent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of Borrower any Group Member to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any Subsidiary to any Lender other document made, delivered or any Affiliate given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses of the Administrative Agent or any Lender in respect of any Swap Contract enforcing its rights hereunder) and (b) all Hedging Obligations and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsCash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the "“Guaranteed Obligations"”) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligation of such Subsidiary Guarantor). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if Borrower any Group Member shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. As used in this Guaranty, the term “Lender” includes, where appropriate, each affiliate of a Lender to whom Hedging Obligations or Cash Management Obligations are owed.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender, Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts Obligations from time to time owing to the Lenders Lenders, Issuing Lender or the Administrative Agent Agents by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Subsidiary Guarantors, hereby jointly and severally ------------- guarantee guarantee, as a primary obligor and not merely as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor Secured Parties under any of the other Credit Documents, and all obligations of Borrower Loan Document or any Subsidiary to any Lender Hedging Agreement entered into by a Loan Party with a Hedging Bank or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsTreasury Services Agreement entered into by a Loan Party with a Treasury Services Bank, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- jointly and severally agree that if Borrower or any other Subsidiary Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The Administrative Agent’s books and records showing the amount of the Secured Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Subsidiary Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. The Guaranteed Obligations of a Subsidiary Guarantor shall exclude any Excluded Swap Obligations with respect to such Subsidiary Guarantor.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and to the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent Secured Party Representatives by the Borrower under this Agreement and under the Notes and by any Obligor Borrower Group Company under any of the other Credit Loan Documents, and all obligations of the Borrower or any Subsidiary of its Subsidiaries to any Lender (or any Affiliate affiliate of any Lender Lender) in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsDerivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy CodeUnited States Code or any equivalent law in any applicable jurisdiction) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Borrowers, and all other amounts Secured Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if any Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary of US Borrower may execute a Guarantee governed by the applicable law of such Guarantor’s jurisdiction of organization (each such Guarantee, a “Foreign Law Guarantee”) and to the extent that the provisions of this Article 7 shall duplicate or conflict with the provisions of such Foreign Law Guarantee, the terms of such Foreign Law Guarantee shall govern the obligations of such Guarantor.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Borrowers, and all other amounts Secured Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or any Subsidiary to any Lender Hedging Agreement or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsTreasury Services Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”; provided that the term “Guaranteed Obligations” shall not include any Excluded Swap Obligation). The Guarantors hereby ---------------------- jointly and severally agree that if any Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender and of the Administrative Agent Secured Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of of (a) the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Swing Line Loans and the L/C Reimbursement Obligations and all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and or any of them by any Obligor under any of the other Credit Loan Documents, and and (b) all obligations of the Borrower or any Subsidiary to any Lender (or any Affiliate of affiliate thereof) under any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes Note(s) held by each Lender of, Borrower each of the Parent and the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement each of the Parent and the Company under the Notes and by any Obligor under any Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the other Credit DocumentsParent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of Borrower each of the Parent and the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or any Subsidiary to any Lender other document made, delivered or any Affiliate given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and expenses of the Administrative Agent or any Lender in respect of any Swap Contract enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Issuing Lender under the Letter of Credit DocumentsLenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if Borrower the Parent or the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Obligations Unconditional The obligations of the Subsidiary Guarantors under Section 2.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Credit Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Parent or the Company under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

The Guarantee. The Guarantors (a) At such time as RIH shall become a party to this Agreement, RIH hereby jointly and severally ------------- guarantee guarantees as a primary obligor and not as a surety to each Lender and the Administrative Agent Creditor and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or changes that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans (other than the Term B Facility Loans) made by the Lenders (other than the Term B Facility Lenders) to, and the Notes (other than the Term B Facility Notes) held by each such Lender of, Borrower, and all other Obligations (other than in respect of the Term B Facility Loans) from time to time owing to the Creditors by any Credit Party under any Credit Document or Swap Contract entered in to with a Lender or an Affiliate of a Lender (to the extent such Lender or affiliate, as the case may be, is a Licensed Lender) and relating to the Loans (other than the Term B Facility Loans), in each case strictly in accordance with the terms thereof but in the case of Swap Contracts, not if such Lender or Affiliate provides notice to Borrower that it does not want such Swap Contract to be secured (such obligations being herein collectively called the "RIH Guaranteed Obligations"). RIH hereby agrees that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the RIH Guaranteed Obligations, RIH will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the RIH Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Guarantors (other than RIH) hereby jointly and severally guarantee as a primary obligor and not as a surety to each Creditor and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Creditors by any Obligor Credit Party under any of the other Credit Documents, and all obligations of Borrower Document or any Subsidiary to any Swap Contract entered into with a Lender or any an Affiliate of any a Lender in respect of any Swap Contract and all Obligations owing relating to the Issuing Lender under the Letter of Credit DocumentsLoans, in each case strictly in accordance with the terms thereof but in the case of Swap Contracts not if such Lender or Affiliate provides notice to Borrower that it does not want such Swap Contest to be secured (such obligations being herein collectively called the "Selected Guaranteed Obligations"; and together with the RIH Guaranteed Obligations, the "Guaranteed Obligations"). The Guarantors (other than RIH) hereby ---------------------- jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the such Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly ------------- and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to, and to the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Loan Documents, and all obligations of the Borrower or any Subsidiary to any Lender (or any Affiliate affiliate of any Lender Lender) in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement, in each case in the Currency thereof and otherwise strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Subsidiary ---------------------- Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and other interests in this Agreement and, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a "Lender" party to this Agreement.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans Drawings made by the Lenders to, and to the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent Secured Party Representatives by the Borrower under this Agreement, the Note Purchase Agreement and under the Notes Credit Agreement and by any Obligor Borrower Group Company under any of the other Credit Financing Documents, and all obligations of the Borrower or any Subsidiary of its Subsidiaries to any Lender (or any Affiliate affiliate of any Lender Lender) in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsDerivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“SG Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the SG Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the SG Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any SG Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute SG Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Drawings, and other interests herein) at the time a claim is to be made in respect of such SG Guaranteed Obligations.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender, Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts Obligations from time to time owing to the Lenders Lenders, Indemnitees, Issuing Lender or the Administrative Agent Agents by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby hereby, jointly and severally ------------- severally, guarantee as a primary obligor and not as a surety to each Lender Lender, the Issuing Banks and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of of, and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to, and to the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders Lenders, the Issuing Banks or the Administrative Agent by the Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Loan Documents, and all obligations of the Borrower or any Subsidiary to any Lender (or any Affiliate affiliate of any Lender Lender) in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter Hedging Agreement (other than Hedging Agreements in respect of Credit Documentsprices of commodities), in each case in the Currency thereof and otherwise strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement (other than Hedging Agreements in respect of prices of commodities) entered into at the time such Person (or an affiliate thereof) is a “Lender” party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and other interests in this Agreement and, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to this Agreement.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (A) the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of (i) the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Bankruptcy CodeLaws) on the Loans made by the Lenders to, and the Notes Notes, if any, held by each Lender of, the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor (B) Obligations arising under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Permitted Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsAgreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”); provided that no Guarantor shall provide any guarantee in respect of any Excluded Swap Obligations. The Guarantors hereby ---------------------- jointly and severally agree that if the Borrower or other Guarantor(s) shall fail [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the any Notes held by each Lender of, the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and under the any Notes and by any Obligor under any of the other Credit Loan Documents, and all obligations of the Borrower or any Subsidiary of its Subsidiaries to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsInterest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The ---------------------- Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns (and each Subsidiary Guarantor that was a party to the Existing Subsidiary Guarantee, as in effect before giving effect to the amendment and restatement thereof effected hereby, hereby jointly and severally confirms to each Lender and the Administrative Agent and their respective successors and assigns its guarantee of) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes Note(s) held by each Lender of, Borrower the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and the Company under the Notes and by any Obligor under any of the other Credit DocumentsLoan Documents (including, without limitation, all Reimbursement Obligations) and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Interest Rate Obligations owing by the Obligors to the Issuing Lender under the Letter of Credit DocumentsLenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if Borrower the Company (or, in the case of Interest Rate Obligations, any Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors (a) [Reserved]. (b) Each Guarantor hereby jointly and severally ------------- guarantee guarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy CodeCode or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to, and including the Loans represented by the Notes held by each Lender of, any Borrower, (ii) the Incremental Loans made by the Incremental Term Lenders or Incremental Revolving Lenders to any Borrower, (iii) the Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2) all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations under clauses (1) and (2) being herein collectively called the "“Guaranteed Obligations"” and the “Guarantor Obligations”). The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree that agrees that, if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement, each Secured Party and the Administrative Agent and their respective successors and assigns as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) and, for the avoidance of doubt, of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the Bankruptcy United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower the Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsLoan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower shall fail to pay any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) any of the Guaranteed Obligations), the Guarantors will will, jointly and severally, promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Terra Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans Terra Advances made by the Lenders to, and the Notes held by each Lender of, Borrower the Company and all other amounts from time to time owing to the Lenders Lenders, each Issuing Bank or the Administrative Agent by Borrower the Company under this Agreement and under the Notes and by any Terra Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Loan Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Terra Guaranteed Obligations"). The Terra Guarantors hereby ---------------------- further jointly and severally agree that if Borrower the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Terra Guaranteed Obligations, the Terra Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Terra Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The TNLP Guarantors hereby jointly and severally guarantee to each Lender, each Issuing Bank and the Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the TNLP Advances made by the Lenders to, and the Notes held by each Lender of, TNLP and all other amounts from time to time owing to the Lenders, each Issuing Bank or the Agent by TNLP under this Agreement and under the Notes and by any TNLP Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "TNLP Guaranteed Obligations"). The TNLP Guarantors hereby further jointly and severally agree that if TNLP shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the TNLP Guaranteed Obligations, the TNLP Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the TNLP Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Credit Agreement ----------------

The Guarantee. (a) The U.S. Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender Lender, the Issuing Bank and the Administrative Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest U.S. Secured Obligations (including any interest all U.S. Secured Obligations that would accrue but for the provisions otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18) of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations")Commodity Exchange Act. The U.S. Guarantors hereby ---------------------- jointly and severally further agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Secured Obligations, the U.S. Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Canadian Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Canadian Secured Obligations (including all Canadian Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18) of the Commodity Exchange Act. The Canadian Guarantors hereby further agree that if the Canadian Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Secured Obligations, the Canadian Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (c) Subject to Sections 13.9 and 13.10 hereof and subject to any local law limitation contained in any joinder agreement as contemplated by Section 9.1.9(e), the German Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the German Secured Obligations (including all German Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18)

The Guarantee. The Guarantors Each Guarantor hereby jointly absolutely, unconditionally and severally ------------- guarantee as a primary obligor and not as a surety irrevocably guarantees to each Lender and of the Administrative Agent Secured Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of of (a) the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower L/C Reimbursement Obligations and all fees, premiums, costs, expenses, indemnification payments and other amounts or obligations whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and or any of them by any Obligor under any of the other Credit Loan Documents, and and (b) all obligations of any Borrower or any Subsidiary to any Lender (or any Affiliate of thereof) under any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to any Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors Each Guarantor hereby ---------------------- further jointly and severally agree agrees that if Borrower any Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby agrees that it is jointly and severally ------------- guarantee liable for, and, as a primary obligor and not merely as a surety surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, to each Borrower and the Notes held all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Lender ofBorrower pursuant to this Agreement, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent Secured Parties by each Borrower under this Agreement and under the Notes and by any Obligor or under any of the other Credit Loan Documents, and all obligations any Letter of Borrower Credit, any Specified Swap or Banking Services Agreement, any Pari Secured Swap Agreement or any Subsidiary to other document made, delivered or given in connection with any Lender of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or any Affiliate otherwise (including, without limitation, all fees and disbursements of any Lender in respect of any Swap Contract and all Obligations owing counsel to the Issuing Lender under the Letter of Credit DocumentsSecured Parties, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree further agrees that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Solutia Lender (and, in respect of any Hedging Obligations, any affiliate of a Solutia Lender that shall have entered into the respective hedging agreement giving rise to such Hedging Obligations), each Astaris Lender, each Administrative Agent, each Co-gen Purchaser and the Administrative Co-gen Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for Solutia Credit Agreement Obligations, the provisions of Make-Whole Obligations, the Bankruptcy Code after any bankruptcy or insolvency petition under Synthetic Lease Obligations, the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Designated Letter of Credit DocumentsObligations and the Hedging Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors (a) [Reserved]. (b) Each Guarantor hereby jointly and severally ------------- guarantee guarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy CodeCode or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to, and including the Loans represented by the Notes held by each Lender of, any Borrower, (ii) the Incremental Loans made by the Incremental Term Lenders or Incremental Revolving Lenders to any Borrower, (iii) the Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2) all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsBorrowerLoan Party or, in each the case strictly in accordance with the terms thereof of Specified Cash Management Agreements and Specified Swap Agreements, any Restricted Subsidiary (such obligations under clauses (1) and (2) being herein collectively called the "“Guaranteed Obligations"” and the “Guarantor Obligations”). The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree that agrees that, if Borrower shall fail to pay in full when due (whether at stated maturityany Borrower, by acceleration or otherwise) any of the Guaranteed ObligationsLoan Party or, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.of

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders toto the Borrower, and all reimbursement obligations of the Notes held by each Lender of, Borrower in respect of any LC Disbursement and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and under the Notes and by any Obligor (other than the respective Guarantor) under any of the other Credit Loan Documents, and all obligations of the Borrower or any Subsidiary of its Subsidiaries to any Lender or any Affiliate of any Lender the Lenders and their respective Affiliates in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors (a) Each Tower Guarantor hereby jointly and severally ------------- guarantee guarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy CodeCode or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to, and the Notes held by each Lender of, the Tower Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Tower Borrower, (iii) the Other Loans made to the Tower Borrower by any lender thereof and (2) all other amounts Obligations from time to time owing to the Lenders or Secured Parties by the Administrative Agent by Tower Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations under clauses (1) and (2) being herein collectively called the "“Tower Guaranteed Obligations"”). The Guarantors Each Tower Guarantor hereby ---------------------- jointly and severally agree that agrees that, if the Tower Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Tower Guaranteed Obligations, the Guarantors such Tower Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Tower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.[Reserved]. (b) Each Company Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Company Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Company Borrower, (iii) the Other Loans made by any lender thereof, and (iv) the Notes held by each Lender of the Company Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Company Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Company Guaranteed Obligations” and, together with the Tower Guaranteed Obligations, the “Guarantor Obligations”). Each Company Guarantor hereby jointly and severally agrees that, if the Company Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company GuaranteedGuarantor Obligations, such Company Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company GuaranteedGuarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The CALI Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower CALI and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower XXXX under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower the Parent or any Subsidiary of its Subsidiaries to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsInterest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed ObligationsCALI GUARANTEED OBLIGATIONS"). The CALI Guarantors hereby ---------------------- further jointly and severally agree that if Borrower CALI shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the CALI Guaranteed Obligations, the CALI Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the CALI Guaranteed Obligations, the same will CREDIT AGREEMENT be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. It is understood and agreed that neither CasTech nor Xxxxxx will, at any time prior to the Merger Date, be CALI Guarantors or have any obligations under this Section 6.01(a). (b) The CasTech Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, CasTech and all other amounts from time to time owing to the Lenders or the Administrative Agent by CasTech under this Agreement and under the Notes and by CasTech or any of its Subsidiaries under any of the other Credit Documents, and all obligations of CasTech or any of its Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "CASTECH GUARANTEED OBLIGATIONS"). The CasTech Guarantors hereby further jointly and severally agree that if CasTech shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the CasTech Guaranteed Obligations, the CasTech Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the CasTech Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (c) Each Borrower under the Post-Merger Revolving Credit Facility hereby guarantees to each Post-Merger Revolving Credit Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by such Lenders to, and the Notes held by each Lender of, the other Borrowers under such Facility and all other amounts from time to time owing to the Lenders or the Administrative Agent by such Borrowers under such Facility under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of such Borrowers or any of their respective Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "JOINT OBLIGATIONS" and, collectively with the CALI CREDIT AGREEMENT Guaranteed Obligations and the CasTech Guaranteed Obligations, the "GUARANTEED OBLIGATIONS"). The Borrowers under the Post-Merger Revolving Credit Facility hereby further jointly and severally agree that if any other Borrower under such Facility shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Joint Obligations, the other Borrowers under such Facility will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Joint Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors that are not Canadian Credit Parties (the “Non-Canadian Guarantors”) hereby jointly and severally ------------- guarantee guarantee, as a primary obligor and not as a surety to each Lender Agent and the Administrative Agent Lenders and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Title 11 of the United States Code (or under the comparable provisions of any other Debtor Relief Law) after any bankruptcy or insolvency petition is filed under Title 11 of the Bankruptcy CodeUnited States Code whether or not any such interest, fees, costs or charges are allowed in any proceeding thereunder) on the Loans Loan made by the Lenders to, and the Notes held by each Lender of, Borrower Borrower, and all other amounts Obligations from time to time owing to Agent and the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor other Credit Party under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof Loan Document (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Non-Canadian Guarantors hereby ---------------------- jointly and severally agree that if Borrower or other Non-Canadian Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. ​

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or any Subsidiary to any Lender Hedging Agreement or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsTreasury Services Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations”; provided that the term “Guaranteed Obligations"” shall not include any Excluded Swap Obligation). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly ------------- and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Subsidiary Guarantors ---------------------- hereby ---------------------- jointly and severally agree that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each PropCo Guarantor hereby jointly irrevocably and severally ------------- guarantee unconditionally guarantees (subject to the proviso to the definition of “Notes PropCo”) (together, the “PropCo Guarantee”), as a primary obligor and not merely as a surety surety, the 2028 Debentures and obligations of the Company under the Indenture and the 2028 Debentures, and guarantees to each Lender Holder of a 2028 Debenture authenticated and delivered by the Administrative Agent Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the 2028 Debentures shall be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwise) of the principal of and interest otherwise (including any interest the amount that would accrue become due but for the provisions operation of the automatic stay under Section 362(a) of Title 11 of the United States Bankruptcy Code after any bankruptcy or insolvency petition under of 1978, as amended (the “Bankruptcy CodeLaw”)) together with interest on the Loans made by the Lenders tooverdue principal, if any, and interest on any overdue interest, to the Notes held by each Lender ofextent lawful, Borrower and all other amounts from time to time owing obligations of the Company to the Lenders Holders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit DocumentsTrustee hereunder or thereunder shall be paid in full or performed, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof hereof and thereof; and (such obligations being herein collectively called the "Guaranteed Obligations"). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower shall fail to pay 2) in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any 2028 Debentures or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. For the avoidance of doubt, the priority of payment relating to the PropCo Guarantees between the Securities and other lenders and/or noteholders is set forth in the Subordination Agreements and herein. (a) Each PropCo Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 2028 Debentures or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such PropCo Guarantor. (b) Each PropCo Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the PropCo Guarantee shall not be discharged as to any 2028 Debenture except by complete performance of the obligations contained in such 2028 Debenture, the Indenture and the PropCo Guarantee. Each PropCo Guarantor acknowledges that the PropCo Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each PropCo Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such 2028 Debenture, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such 2028 Debenture, subject to the terms and conditions set forth in the Indenture, directly against such PropCo Guarantor to enforce the PropCo Guarantee without first proceeding against the Company. Each PropCo Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the 2028 Debentures, to collect interest on the 2028 Debentures, or to enforce or exercise any other right or remedy with respect to the 2028 Debentures, such PropCo Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or a PropCo Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or a PropCo Guarantor, any amount paid by any of them to the Trustee or such Holder, the PropCo Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each PropCo Guarantor further agrees that, as between such PropCo Guarantor, on one hand, and the Holders and the Trustee on the other hand, (1) subject to the provisions of the PropCo Guarantee, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Base Indenture for the purposes of the PropCo Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in Article Five of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such PropCo Guarantor for the purpose of the PropCo Guarantee. (d) The PropCo Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the 2028 Debentures are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the 2028 Debentures, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the 2028 Debentures shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of (i) the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy CodeUnited States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes Notes, if any, held by each Lender of, the Borrower (other than such Guarantor), and all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or Holdings or any Restricted Subsidiary to under any Lender Secured Hedge Agreement or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsCash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoeverwhatsoever (except to the extent otherwise required by any Loan Document), and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Loan Parties hereby jointly and severally ------------- guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Borrowers, and all other amounts Secured Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or any Subsidiary to any Lender Hedging Agreement or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing Treasury Services Agreement entered into with a counterparty that is a Secured Party to the Issuing Lender under extent designated by the Letter of Credit DocumentsBorrowers as a “Guaranteed Obligation”, in each case strictly in accordance with the terms thereof thereof; provided, however, that notwithstanding anything to the contrary in this Agreement or in any other Loan Document, “Guaranteed Obligations” of any Loan Party will not include in any event its Excluded Swap Obligations (such obligations (other than such Excluded Swap Obligations) being herein collectively called the "“Guaranteed Obligations"”). The Guarantors Loan Parties hereby ---------------------- jointly and severally agree that if Borrower Borrowers or other Loan Party(ies) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Loan Parties will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender Credit Party, each Eligible Hedging Counterparty and the Administrative Agent each Eligible Cash Manager, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) of the principal Guaranteed Obligations of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations")Guarantor. The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree further agrees that if Borrower any other Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) any of the such Guarantor’s Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement or constituting Cash Management Obligations entered into at the time such Person (or an Affiliate thereof) is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests hereunder and, therefore, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender party hereto; provided that such Person shall not be entitled to the benefits of this Section unless, at the time it ceased to be a Lender, it shall have notified the Administrative Agent of the existence of such Hedging Agreement or Cash Management Obligations, as the case may be.

The Guarantee. The Guarantors Each Guarantor hereby jointly and ------------- severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender and the Administrative Agent and their respective successors and assigns (a) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest payable on the Loan, (including any b) the payment of all other Obligations (including, without limitation, indemnities, fees and interest that would accrue thereon and all Obligations which, but for the provisions automatic stay under Section 362(a) of the Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code would become due, and all interest accruing on the Obligations after the filing of a petition by or against the Borrower or any bankruptcy of its subsidiaries under the Bankruptcy Code, in accordance with and at the rate (including the Default Rate) specified in this Agreement whether or insolvency petition not the claim for such interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code) on of the Loans made by the Lenders toBorrower now existing or hereafter incurred under, and the Notes held by each Lender arising out of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under in connection with any of the other Credit Loan Documents, (c) the due performance and compliance by the Borrower with all obligations of Borrower the terms, conditions and agreements contained in any of the Loan Documents, (d) the payment of all sums advanced by Lender under or pursuant hereto, with interest thereon from the due date thereof, until paid, at the applicable rate specified in Section 2.6 and (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any Subsidiary to any Lender or any Affiliate part of any Lender in respect of any Swap Contract the foregoing (all such principal, interest, obligations, indebtedness, performance, compliance and all Obligations owing to the Issuing Lender under the Letter of Credit Documentspayments, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called collectively, the "Guaranteed Obligations"). The Guarantors Each Guarantor hereby ---------------------- jointly and ---------------------- severally agree further agrees that if the Borrower shall fail to pay in full when due (after giving effect to any cure periods) (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time . Each Guarantor's guarantee provided herein is a guarantee of payment or renewal and not of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalcollection.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the Bankruptcy United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy CodeUnited States Code and (ii) any other Debtor Relief Laws, whether or not such items are allowed or allowable as a claim in any applicable proceeding) on the Loans made by the Lenders to, and the Term Notes (if any) issued hereunder and held by each Lender of, Borrower the Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor other Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsSecured Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and to the Notes held by each Lender of, Borrower and all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Loan Documents, in each case strictly in accordance with the terms thereof and including all interest, fees and expenses accrued or incurred subsequent to the commmencement of any bankruptcy or insolvency proceedings with respect to the Borrower, whether or not such interest, fees or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee guarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy CodeCode or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders, (ii) the Incremental Term Loans and the Incremental Revolving Loans made by the Incremental Term Lenders toand the Incremental Revolving Lenders, (iii) the Other Term Loans and Other Revolving Loans made by the applicable Term Lenders and applicable Revolving Lenders and (iv) the Notes held by each Lender of, Borrower and (2) all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement Secured Parties (including reimbursement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter Letters of Credit Documents, in each case strictly in accordance with the terms thereof Credit) (such obligations being herein collectively called the "“Guaranteed Obligations"”); provided that subject to the limitations set forth in Section 10.7, with respect to the Borrower in its capacity as a Guarantor hereunder, this Guarantee shall apply to all Guaranteed Obligations. The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree that agrees that, if Borrower the Guaranteed Obligations shall fail to pay not be paid in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations), the Guarantors such Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and Lender, the Administrative Agent, the Collateral Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and to the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or Lenders, the Administrative Agent or the Collateral Agent by the Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Loan Documents, and all obligations of Borrower any Obligor to the Administrative Agent, the Arranger or any Subsidiary to any Lender (or any Affiliate of the Administrative Agent, the Arranger or any Lender Lender) in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an Affiliate thereof) is party hereto as the Administrative Agent or a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its Affiliate) has ceased to be the Administrative Agent or a Lender, as the case may be, party hereto (by assigning all of its Commitments, Revolving Credit Exposure, Incremental Facility Revolving Credit Exposure and other interests herein, or otherwise) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender (and each Affiliate thereof party to any Hedging Agreement or holding any Cash Management Obligations), each Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) of the principal Guaranteed Obligations of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations")Guarantor. The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree further agrees that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) any of the such Guarantor’s Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (or an Affiliate thereof) is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests hereunder and, therefore, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender party hereto; provided that such Person shall not be entitled to the benefits of this Section unless, at the time it ceased to be a Lender, it shall have notified the Administrative Agent of the existence of such Hedging Agreement.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and to the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Loan Documents, and all obligations of the Borrower or any Subsidiary of its Subsidiaries to any Lender (or any Affiliate affiliate of any Lender Lender) in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. (a) The Guarantors Company hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders toto each Subsidiary Borrower, all reimbursement obligations in respect of LC Disbursements and the Notes held all interest thereon payable by each Lender ofSubsidiary Borrower, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower the Company under this Agreement and under the Notes and by any Obligor each Subsidiary Borrower under any of the other Credit Loan Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, Agreement in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Company Guaranteed Obligations"). The Guarantors Company hereby ---------------------- jointly and severally agree further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed ObligationsObligations owing by such Subsidiary, the Guarantors Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to each Borrower (other than such Subsidiary Guarantor), all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each such Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by each such Borrower under this Agreement and by any Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Subsidiary Borrower Guaranteed Obligations" and, together with the Company Guaranteed Obligations, the "Guaranteed Obligations"). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender (and each Affiliate thereof party to any Swap Agreement), each Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) of the principal Guaranteed Obligations of and interest such Guarantor. Each Subsidiary Guarantor hereby further agrees that if either Borrower (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Guarantors Company hereby ---------------------- jointly and severally agree further agrees that if Borrower the Subsidiary Borrower) shall fail to pay in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) any of the such Guarantor's Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Swap Agreement entered into at the time such Person (or an Affiliate thereof) is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests hereunder and, therefore, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender party hereto; provided that such Person shall not be entitled to the benefits of this Section unless, at the time it ceased to be a Lender, it shall have notified the Administrative Agent of the existence of such Swap Agreement.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees (including, without limitation, the Yield Protection Fee), costs or charges that would accrue but for the provisions of (i) the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy CodeUnited States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower the Borrowers, and all other amounts Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party (other than such Guarantor with respect to its primary obligations) under any of the other Credit DocumentsLoan Document, and all obligations of Borrower any Secured Hedge Agreement or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsTreasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender and the Administrative Agent and their respective successors and assigns (a) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest payable on the Loan, (including any b) the payment of all other Obligations (including, without limitation, indemnities, fees and interest that would accrue thereon and all Obligations which, but for the provisions automatic stay under Section 362(a) of the Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code would become due, and all interest accruing on the Obligations after the filing of a petition by or against the Borrower or any bankruptcy of its Subsidiaries under the Bankruptcy Code, in accordance with and at the rate (including the Default Rate) specified in this Agreement whether or insolvency petition not the claim for such interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code) on of the Loans made by the Lenders toBorrower now existing or hereafter incurred under, and the Notes held by each Lender arising out of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under in connection with any of the other Credit Loan Documents, (c) the due performance and compliance by the Borrower with all obligations of Borrower the terms, conditions and agreements contained in any of the Loan Documents, (d) the payment of all sums advanced by Lender under or pursuant hereto, with interest thereon from the due date thereof, until paid, at the applicable rate specified in Section 2.6 and (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any Subsidiary to any Lender or any Affiliate part of any Lender in respect of any Swap Contract the foregoing (all such principal, interest, obligations, indebtedness, performance, compliance and all Obligations owing to the Issuing Lender under the Letter of Credit Documentspayments, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called collectively, the "Guaranteed Obligations"). The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree further agrees that if the Borrower shall fail to pay in full when due (after giving effect to any cure periods) (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time . Each Guarantor's guarantee provided herein is a guarantee of payment or renewal and not of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalcollection.

The Guarantee. (a) The Guarantors Company hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders toto each Subsidiary Borrower, all reimbursement obligations in respect of LC Disbursements and the Notes held all interest thereon payable by each Lender ofSubsidiary Borrower, Borrower and all other amounts from time to time owing by each Subsidiary Borrower to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower Loan Documents or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender thereof under the Letter of Credit DocumentsHedging Agreements, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Company Guaranteed Obligations"). The Guarantors Company hereby ---------------------- jointly and severally agree further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed ObligationsObligations owing by such Subsidiary, the Guarantors Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to each Borrower (other than such Subsidiary Guarantor), all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each such Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by each such Borrower under this Agreement and under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Subsidiary Borrower Guaranteed Obligations" and, together with the Company Guaranteed Obligations, the "Guaranteed Obligations"). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly ------------- and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and to the Notes held by each Lender of, Borrower Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower the Company under this Agreement and under the Notes and by any Obligor under any of the other Credit DocumentsLoan Documents (including, without limitation, all Reimbursement Obligations), and all obligations of Borrower the Company or any Subsidiary of its Subsidiaries to any Lender or any Affiliate affiliate of any a Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsHedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed Obligations"). The Subsidiary Guarantors hereby further ---------------------- jointly and severally agree that if Borrower the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Credit Agreement ---------------- Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood any Guaranteed Obligations to a Person arising under an agreement entered into at the time such Person (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans, Reimbursement Obligations and other interests in this Agreement and, therefor, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a "Lender" party to this Agreement.

The Guarantee. The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Revolving Credit Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full in cash when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Revolving Credit Lenders to, and the Notes held by each Revolving Credit Lender of, Borrower and all other amounts and Obligations from time to time owing to the Revolving Credit Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Revolving Credit Lender or any Affiliate of any Revolving Credit Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of (i) the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy CodeUnited States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes Notes, if any, held by each Lender of, the Borrower (other than such Guarantor), and all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or Holdings or any Restricted Subsidiary to under any Lender Secured Hedge Agreement or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsCash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Subsidiary Guarantors hereby hereby, jointly and severally ------------- guarantee severally, guarantee, as a primary obligor obligors and not as a surety sureties, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of of, and premium and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower Borrower, and all other amounts Secured Obligations (provided, however that, with respect to each Subsidiary Guarantor, subject to Section 7.11, Hedging Obligations guaranteed by such Subsidiary Guarantor shall exclude all Excluded Swap Obligations) from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, Loan Party in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Subsidiary Guarantors hereby ---------------------- jointly and severally agree that if Borrower or other Subsidiary Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. The Guarantors Each Guarantor hereby agrees that it is jointly and severally ------------- guarantee liable for, and, as a primary obligor and not merely as a surety surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, to each Borrower and the Notes held all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Lender ofBorrower pursuant to this Agreement, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent Secured Parties by each Borrower under this Agreement and under the Notes and by any Obligor or under any of the other Credit Loan Documents, and all obligations any Letter of Borrower Credit, any Specified Swap or Banking Services Agreement, or any Subsidiary to other document made, delivered or given in connection with any Lender of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or any Affiliate otherwise (including, without limitation, all fees and disbursements of any Lender in respect of any Swap Contract and all Obligations owing counsel to the Issuing Lender under the Letter of Credit DocumentsSecured Parties, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors Each Guarantor hereby ---------------------- jointly and severally agree further agrees that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. Table of Contents

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally ------------- guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of (i) the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy CodeUnited States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower the Borrowers (other than such Guarantor), and all other amounts Obligations from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and Secured Parties by any Obligor Loan Party under any of the other Credit Documents, and all obligations of Borrower Loan Document or any Subsidiary to any Lender Secured Hedge Agreement or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsTreasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "“Guaranteed Obligations"”). The Guarantors hereby ---------------------- jointly and severally agree that if Borrower the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower the Borrowers and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower the Borrowers under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower the Parent or any Subsidiary of its Subsidiaries to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit DocumentsInterest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed ObligationsGENERAL GUARANTEED OBLIGATIONS"). The Guarantors hereby ---------------------- further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the General Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the General Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. Credit Agreement ---------------- 105 (b) Without limiting the generality of Section 6.01(a) hereof, each Revolving Credit Borrower hereby guarantees to each Revolving Credit Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by such Lenders to, and the Notes held by each Lender of, the other Revolving Credit Borrowers and all other amounts from time to time owing to the Lenders or the Administrative Agent by such Borrowers under the Revolving Credit Facility under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of such Borrowers or any of their respective Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "JOINT OBLIGATIONS" and, collectively with the General Guaranteed Obligations, the "GUARANTEED OBLIGATIONS"). The Revolving Credit Borrowers hereby further jointly and severally agree that if any other Revolving Credit Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Joint Obligations, the other Revolving Credit Borrowers will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Joint Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Credit Agreement ---------------- 106

The Guarantee. The Guarantors (a) Each U.S. Guarantor hereby jointly and severally ------------- guarantee guarantees (the “U.S. Guarantee”), as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of each of (1) the principal of and interest (including any interest interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code or Debtor Relief Laws after any bankruptcy or insolvency petition or proposal under the Bankruptcy CodeDebtor Relief Laws or any similar law of any other jurisdiction) on the all Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and (2) all other amounts Finance Obligations, including, without limitation, all Canadian Finance Obligations from time to time owing to the Lenders or Secured Parties by the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof Loan Parties (such obligations being herein collectively called the "Guaranteed “U.S. Guarantor Obligations"”). The Guarantors For the avoidance of doubt, U.S. Guarantor Obligations of any U.S. Guarantor does not include any of its Excluded Swap Obligations. Each U.S. Guarantor hereby ---------------------- jointly and severally agree that agrees that, if Borrower the Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed U.S. Guarantor Obligations, the Guarantors such U.S. Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed U.S. Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalrenewal this intended to be a guaranty of payment and not a guaranty of collection. (b) Each Canadian Guarantor hereby jointly and severally guarantees (the “Canadian Guarantee”), as a primary obligor and not as a surety, to each Canadian Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Debtor Relief Laws after any bankruptcy or insolvency petition or proposal under Debtor Relief Laws or any similar law of any other jurisdiction) on all Canadian Advances and (2) all other Canadian Finance Obligations from time to time owing to the Canadian Secured Parties by the Canadian Loan Parties (such obligations being herein collectively called the “Canadian Guarantor Obligations”). For the avoidance of doubt, Canadian Guarantor Obligations of any Canadian Guarantor does not include any of its Excluded Swap Obligations. Each Canadian Guarantor hereby jointly and severally agrees that, if the Canadian Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guarantor Obligations, such Canadian Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal this intended to be a guaranty of payment and not a guaranty of collection.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes Note(s) held by each Lender of, the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this the Credit Agreement and under the Notes and by any Obligor under any of the other Credit Documents, all LC Disbursements and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap Contract Other Indebtedness and all Obligations owing to the Issuing Lender under the Letter of Credit Documentsinterest thereon, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Guaranteed ObligationsGUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby ---------------------- further jointly and severally agree that if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. In addition to the foregoing, the Subsidiary Guarantors agree, as principal obligors and not as guarantors only, to pay to the Agent and each of the Lenders forthwith upon demand, in immediately available funds, all fees, expenses and costs, including, without limitation, reasonable attorney's fees and expenses, incurred or expended by any of them in connection with this Guarantee and the preservation and enforcement of its or their rights hereunder, together with interest on amounts recoverable under this Guarantee from the time such amounts become due until payment at the Post-Default Rate.