Common use of The U Clause in Contracts

The U. S. Borrower hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Canadian Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations of the U.S. Borrower under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guaranty.

The U. S. Borrower hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Canadian Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations of the U.S. Borrower under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (ia) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (iib) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's ’s request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guaranty.

The U. S. Borrower hereby unconditionally and irrevocably agrees not to exercise shall remain obligated hereunder notwithstanding that, without any reservation of rights that it may now have or may hereafter acquire against the Canadian U.S. Borrower, and without notice to or further assent by the U.S. Borrower, any demand for payment of any of the Designated Foreign Subsidiary Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Designated Foreign Subsidiary Borrower Obligations continued, and the Designated Foreign Subsidiary Borrower Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and this Agreement and any Loan Document and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the requisite Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Designated Foreign Subsidiary Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Designated Foreign Subsidiary Borrower Obligations or for the guarantee under this Section 10 or any property subject thereto. When making any demand hereunder against the U.S. Borrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on any Designated Foreign Subsidiary Borrower, and any failure by the Administrative Agent or any Lender to make any such demand or to collect any payments from any Designated Foreign Subsidiary Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement release of the Obligations of any Designated Foreign Subsidiary Borrower shall not relieve the U.S. Borrower under this Guaranty of its obligations or any liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of the other Loan Documentslaw, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request . For the purposes hereof “demand” shall include the commencement and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer continuance of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guarantyany legal proceedings.

The U. S. Borrower hereby unconditionally waives any right (except as shall be required by applicable statute and irrevocably agrees cannot be waived) to exercise require any rights that it may now have or may hereafter acquire Guaranteed Creditor to (i) proceed against the Canadian Bermuda Borrower, any other U.S. Borrower Guaranteed Party, any other guarantor or any other party, (ii) proceed against or exhaust any security held from the Bermuda Borrower, any other U.S. Borrower Guaranteed Party, any other guarantor or any other party or (iii) pursue any other remedy in any Guaranteed Creditor's power whatsoever. The U.S. Borrower waives any defense based on or arising out of any defense of the Bermuda Borrower, any other U.S. Borrower Guaranteed Party, any other guarantor or any other party, other than payment in full in cash of the U.S. Borrower Guaranteed Obligations, based on or arising out of the disability of the Bermuda Borrower, any other Guaranteed Party, any other guarantor or any other party, or the unenforceability of the U.S. Borrower Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Bermuda Borrower or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations U.S. Borrower Guaranteed Party other than payment in full in cash of the U.S. Borrower under this Guaranty or Guaranteed Obligations. The Guaranteed Creditors may, at their election, foreclose on any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of security held by the Administrative Agent, the Collateral Agent or any of the other Lender Parties against the Canadian Borrower Guaranteed Creditor by one or any other insider guarantor more judicial or any Collateralnonjudicial sales, whether or not every aspect of any such claimsale is commercially reasonable (to the extent such sale is permitted by applicable law), remedy or right arises in equity or under contract, statute, common law or exercise any other Requirements of Lawright or remedy the Guaranteed Creditors may have against the Bermuda Borrower, including, without limitation, the right to take or receive from such any other Loan U.S. Borrower Guaranteed Party or any other insider guarantorparty, directly or indirectlyany security, in cash without affecting or other property or by set-off or impairing in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all way the liability of the U.S. Borrower hereunder except to the extent the U.S. Borrower Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the The U.S. Borrower in violation waives any defense arising out of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of such election by the Guaranteed Obligations and all Creditors, even though such election operates to impair or extinguish any right of the reimbursement or subrogation or other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds right or remedy of the U.S. Borrower and shall be delivered forthwith to against the Administrative Agent in the same form as so received (with Bermuda Borrower, any necessary endorsement or assignment) to be credited and applied to the other U.S. Borrower Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations Party or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all party or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guarantysecurity.

The U. S. Borrower hereby unconditionally and irrevocably agrees not to exercise any rights guarantees that it may now have or may hereafter acquire against the Canadian Borrower Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents. The U.S. Borrower agrees that, to the maximum extent permitted by applicable law, the Canadian Borrower Guaranteed Obligations and Loan Documents to which the Canadian Borrower is a party may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by the U.S. Borrower, and that it will remain bound upon this U.S. Borrower Guaranty notwithstanding any extension, renewal or other alteration of any Canadian Borrower Guaranteed Obligations or such Loan Documents, or any repayment and reborrowing of the Canadian Loans, or the expiration of the Canadian Letters of Credit. To the maximum extent permitted by applicable law, except as otherwise expressly provided in this Agreement or any other insider guarantor that arise from Loan Document to which the existenceU.S. Borrower is a party, payment, performance or enforcement of the Obligations obligations of the U.S. Borrower under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian U.S. Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations absolute, unconditional and all of the other amounts payable under this Guarantyirrevocable, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, performed strictly in accordance with the terms of the Loan Documentshereof under any circumstances whatsoever, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If including: (i) the U.S. Borrower shall pay to the Administrative Agent any modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or rearrangement of all or any part of the Canadian Borrower Guaranteed Obligations and Obligations, or of this Agreement or any other Loan Document executed in connection herewith, or any contract or understanding among the U.S. Borrower, the Canadian Borrower, any Subsidiary Guarantor, either Agent and/or the Lenders, or any other Person, pertaining to the Canadian Borrower Guaranteed Obligations; (ii) all of any adjustment, indulgence, forbearance or compromise that might be granted or given by the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver Lenders to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence any Subsidiary Guarantor or any other Person liable on the transfer of subrogation to the U.S. Canadian Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guaranty.Obligations;

The U. S. Borrower hereby unconditionally guarantees that the Canadian Borrower Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and irrevocably the other Loan Documents. The U.S. Borrower agrees not that, to exercise any rights the maximum extent permitted by applicable law, the Canadian Borrower Guaranteed Obligations and Loan Documents to which the Canadian Borrower is a party may be extended or renewed, and indebtedness thereunder repaid and reborrowed in whole or in part, without notice to or assent by the U.S. Borrower, and that it may now have will remain bound upon this U.S. Borrower Guaranty notwithstanding any extension, renewal or may hereafter acquire against other alteration of the Canadian Borrower Guaranteed Obligations or such Loan Documents, or any repayment and reborrowing of the Canadian Loans, or the expiration of the Canadian Letters of Credit. To the maximum extent permitted by applicable law, except as otherwise expressly provided in this Agreement or any other Loan Document to which the U.S. Borrower is a party, the obligations of the U.S. Borrower under this U.S. Borrower Guaranty shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms hereof under any circumstances whatsoever, including: (i) any modification, amendment, supplement, renewal, extension for any period, increase, decrease, alteration or rearrangement of all or any part of the Canadian Borrower Guaranteed Obligations, or of this Agreement or any other Loan Document executed in connection herewith, or any contract or understanding among the U.S. Borrower, the Canadian Borrower, any Subsidiary Guarantor, either Agent and/or the Lenders, or any other Person, pertaining to the Canadian Borrower Guaranteed Obligations; (ii) any adjustment, indulgence, forbearance or compromise that might be granted or given by the Lenders to the U.S. Borrower or any other Person liable on the Canadian Borrower Guaranteed Obligations; (iii) the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of the U.S. Borrower, the Canadian Borrower or any other insider guarantor that arise from Person at any time liable for the existence, payment, performance payment of all or enforcement part of the Obligations Canadian Borrower Guaranteed Obligations; or any dissolution of the U.S. Borrower under this Guaranty or the Canadian Borrower or any sale, lease or transfer of any or all of the assets of the U.S. Borrower or the Canadian Borrower, or any changes in the shareholders of the U.S. Borrower, the Canadian Borrower, or any reorganization of the U.S. Borrower or the Canadian Borrower; (iv) the invalidity, illegality or unenforceability of all or any part of the Canadian Borrower Guaranteed Obligations, or any document or agreement executed in connection with the Canadian Borrower Guaranteed Obligations, for any reason whatsoever, including the fact that (A) the Canadian Borrower Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (B) the act of creating the Canadian Borrower Guaranteed Obligations or any part thereof is ultra virex, (X) the officers or representatives executing the documents or otherwise creating the Canadian Borrower Guaranteed Obligations acted in excess of their authority, (D) the Canadian Borrower Guaranteed Obligations or any part thereof violate applicable usury laws, (E) the U.S. Borrower or the Canadian Borrower has valid defenses, claims and offsets (whether at law or in equity, by agreement or by statute) which render the Canadian Borrower Guaranteed Obligations wholly or partially uncollectible from the U.S. Borrower or the Canadian Borrower, (F) the creation, performance or repayment of the Canadian Borrower Guaranteed Obligations (or execution, delivery and performance of any document or instrument representing part of the Canadian Borrower Guaranteed Obligations or executed in connection with the Canadian Borrower Guaranteed Obligations, or given to secure the repayment of the Canadian Borrower Guaranteed Obligations) is illegal, uncollectible, legally impossible or unenforceable, or (G) this Agreement, any other Loan DocumentsDocument, including, without limitation, or any right of subrogation, reimbursement, exoneration, contribution other document or indemnification and instrument pertaining to the Canadian Borrower Guaranteed Obligations has been forged or otherwise is irregular or not genuine or authentic; (v) any right to participate in any claim full or remedy partial release of the liability of the U.S. Borrower or the Canadian Borrower on the Canadian Borrower Guaranteed Obligations or any part thereof, or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Canadian Borrower Guaranteed Obligations or any part thereof; it being recognized, acknowledged and agreed by the U.S. Borrower that the U.S. Borrower may be required to pay the Canadian Borrower Guaranteed Obligations in full without assistance or support of any other Person, and the U.S. Borrower has not been induced to enter into this U.S. Borrower Guaranty on the basis of a contemplation, belief, understanding or agreement that any other Person will be liable to perform the Canadian Borrower Guaranteed Obligations, or that the Canadian Administrative Agent or any Canadian Lender will look to any other Person to perform the Canadian Borrower Guaranteed Obligations; (vi) the taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or any part of the Canadian Borrower Guaranteed Obligations; (vii) any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Canadian Borrower Guaranteed Obligations; (viii) the failure of either Agent, the Lenders or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security; (ix) the fact that any collateral, security or Lien contemplated or intended to be given, created or granted as security for the repayment of the Canadian Borrower Guaranteed Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien; it being recognized and agreed by the U.S. Borrower that the U.S. Borrower is not entering into this U.S. Borrower Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectibility or value of any of the collateral for the Canadian Borrower Guaranteed Obligations; (x) any payment by the Canadian Borrower or the U.S. Borrower to the Canadian Agent or any Lender Parties against is held to constitute a preference under bankruptcy laws, or for any other reason either the Canadian Agent or any Canadian Lender is required to refund such payment or pay such amount to the Canadian Borrower or any other insider guarantor Person; or (xi) any other action taken or omitted to be taken with respect to this Agreement, any Collateralother Loan Document, the Canadian Borrower Guaranteed Obligations, or the security and collateral therefor, whether or not such claim, remedy action or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to omission prejudices the U.S. Borrower in violation or increases the likelihood that the U.S. Borrower will be required to pay the Canadian Borrower Guaranteed Obligations pursuant to the terms hereof; it being the unambiguous and unequivocal intention of the immediately preceding sentence at U.S. Borrower that the U.S. Borrower shall be obligated to pay the Canadian Borrower Guaranteed Obligations when due, notwithstanding any time prior to occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the latest full and final payment and satisfaction of the payment in full in cash Canadian Borrower Guaranteed Obligations after the termination of all of the Guaranteed Obligations Canadian Commitments and all the expiration or termination of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit Canadian Letter of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this GuarantyCredit.

The U. S. Borrower hereby unconditionally and irrevocably agrees not shall cease to exercise any rights that it may now have own, directly or may hereafter acquire against indirectly, all of the common stock of the Canadian Borrower Borrower; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or any other insider guarantor that arise from the existence, payment, performance or enforcement (ii) of the Obligations paragraph (f) of this Section with respect to the U.S. Borrower or the Canadian 92 Borrower, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Guaranty or any of the other Loan Documents, Agreement (including, without limitation, any right all Acceptance Reimbursement Obligations, regardless of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian Borrower or any other insider guarantor or any Collateral, whether or not such claimAcceptance Reimbursement Obligations are then due and payable) shall immediately become due and payable, remedy or right arises in equity or under contract, statute, common law or and (B) if such event is any other Requirements Event of LawDefault, either or both of the following actions may be taken: (i) with the consent of the Majority Lenders, the Administrative Agents may, or upon the request of the Majority Lenders, the Administrative Agents shall, by notice to the Borrowers declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Majority Lenders, the Administrative Agents may, or upon the request of the Majority Lenders, the Administrative Agents shall, by notice to the Borrowers, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all Acceptance Reimbursement Obligations, regardless of whether or not such Acceptance Reimbursement Obligations are then due and payable) to be due and payable forthwith, whereupon the right same shall immediately become due and payable. With respect to take or receive from such other Loan Party or any other insider guarantorall outstanding Acceptance Reimbursement Obligations in respect of Acceptances which have not matured at the time of an acceleration pursuant to the preceding paragraph, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until the Canadian Borrower shall at such time as deposit in a cash collateral account opened by and maintained by the Canadian Administrative Agent an amount equal to the aggregate undiscounted face amount of all such unmatured Acceptances. Amounts held in such cash collateral account shall be applied by the Canadian Administrative Agent to the payment of maturing Acceptances, and any balance in such account shall be applied to repay other obligations of the Guaranteed Canadian Borrower hereunder and under any Notes. After all Acceptance Reimbursement Obligations shall have been satisfied and all other obligations of the other amounts payable Canadian Borrower hereunder and under this Guaranty any Notes shall have been paid in full full, the balance, if any, in cash. If any amount such cash collateral account shall be paid returned to the U.S. Borrower Canadian Borrower. Except as expressly provided above in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations this Section, presentment, demand, protest and all other notices of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guarantykind are hereby expressly waived.

The U. S. Borrower hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against the Canadian Borrower or any of its Subsidiaries shall become liable for remediation and/or environmental compliance expenses and/or fines, penalties or other insider guarantor that arise from charges which, in the existenceaggregate, payment, performance or enforcement of the Obligations of could reasonably be expected to result in payments by the U.S. Borrower and its Subsidiaries (other than with the proceeds of insurance) having a present value (based upon then applicable ABR) in excess of $10,000,000; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to either Borrower, automatically the Commitments shall immediately terminate and the Loans (including the face amount of all Bankers’ Acceptances accepted by any Canadian Lender), with accrued interest thereon, and all other amounts owing under this Guaranty or any of Agreement and the other Loan DocumentsDocuments (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agents may, or upon the request of the Required Lenders, the Administrative Agents shall, by notice to the Borrowers declare the Revolving Commitments, the U.S. Swingline Commitment and the Canadian Swingline Commitment to be terminated forthwith, whereupon the Revolving Commitments, the U.S. Swingline Commitment and the Canadian Swingline Commitment shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agents may, or upon the request of the Required Lenders, the Administrative Agents shall, by notice to the Borrowers, declare the Loans hereunder (including the face amount of all Bankers’ Acceptances accepted by any Canadian Lender), with accrued interest thereon, and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, any right all amounts of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian Borrower or any other insider guarantor or any CollateralL/C Obligations, whether or not such claimthe beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to the Borrowers to be due and payable forthwith, remedy or right arises in equity or under contract, statute, common law or whereupon the same shall immediately become due and payable. With respect to all Bankers’ Acceptances which are outstanding at the time the Administrative Agents take any other Requirements of Law, including, without limitationaction pursuant to this paragraph, the right Canadian Borrower shall at such time deposit in a cash collateral account opened by Canadian Funding Agent an amount of cash equal to take or receive from the aggregate undiscounted face amount of all unmatured Bankers’ Acceptances. Amounts held in such cash collateral account shall be applied by the Canadian Funding Agent to the payment of maturing Bankers’ Acceptances, and the unused portion thereof after all such Bankers’ Acceptances shall have matured, if any, shall be applied to repay other obligations of the Canadian Borrower hereunder and under the Loan Documents. After all Bankers’ Acceptances shall have been satisfied and all other obligations of the Canadian Borrower hereunder and under the other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty Documents shall have been paid in full full, the balance, if any, in cash. If any amount such cash collateral account shall be paid returned to the Canadian Borrower (or such other Person as may be lawfully entitled thereto). With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the relevant Borrower shall at such time deposit in a cash collateral account opened by the U.S. Borrower in violation of Administrative Agent or the immediately preceding sentence at any time prior Canadian Funding Agent, as applicable, an amount equal to the latest aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the U.S. Administrative Agent or the Canadian Funding Agent, as applicable, to the payment in full in cash of all drafts drawn under such Letters of the Guaranteed Obligations and all of the other amounts payable under this GuarantyCredit, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Partiesunused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be segregated from applied to repay other obligations of the relevant Borrower hereunder and under the other property Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and funds all other obligations of the U.S. relevant Borrower hereunder and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and under the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty Documents shall have been paid in full in cashfull, the Administrative Agent and the other Lender Parties willbalance, at the U.S. Borrower's request and expenseif any, execute and deliver in such cash collateral account shall be returned to the U.S. relevant Borrower appropriate documents(or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, without recourse presentment, demand, protest and without representation or warranty, necessary to evidence the transfer all other notices of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made any kind are hereby expressly waived by the U.S. Borrower under this GuarantyBorrowers.

The U. S. Borrower hereby unconditionally waives promptness, diligence, notice of acceptance and irrevocably agrees not any other notice with respect to exercise any rights of the Canadian Borrower Guaranteed Obligations and this U.S. Borrower Guaranty and waives presentment, demand for payment, notice of intent to accelerate, notice of dishonor or nonpayment and any requirement that it may now have either Agent or may hereafter acquire any Canadian Lender institute suit, collection proceedings or take any other action to collect the Canadian Borrower Guaranteed Obligations, including any -100- 108 requirement that either Agent or any Lender protect, secure, perfect or insure any Lien against any property subject thereto or exhaust any right or take any action against the Canadian Borrower or any other insider guarantor that arise from Person or any collateral (it being the existence, payment, performance or enforcement intention of the Obligations of Canadian Agent, the Canadian Lenders and the U.S. Borrower under that this U.S. Borrower Guaranty or any is to be a guaranty of the other Loan Documents, including, without limitation, any right payment and not of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative collection). It shall not be necessary for either Agent or any of the other Lender Parties against the Canadian Borrower or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectlyLender, in cash or other property or by set-off or in order to enforce any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guarantyhereunder, to institute suit or exhaust its rights and remedies against the Canadian Borrower, any Subsidiary Guarantor or any other Person, including others liable to pay any Canadian Borrower Guaranteed Obligations, or to enforce its rights against any security ever given to secure payment thereof. The U.S. Borrower hereby expressly waives to the maximum extent permitted by applicable law each and every right to which it may be entitled by virtue of the suretyship laws of the State of Texas or any other state in which it may be located, including any and all rights it may have pursuant to Rule 31, Texas Rules of Civil Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code and Chapter 34 of the Texas Business and Commerce Code. The U.S. Borrower hereby waives marshaling of assets and liabilities, notice by either Agent or any Lender of any indebtedness or liability to which such Lender applies or may apply any amounts received by such Lender, and of the creation, advancement, increase, existence, extension, renewal, rearrangement or modification of the Canadian Borrower Guaranteed Obligations. The U.S. Borrower expressly waives, to the extent permitted by applicable law, the benefit of any and all laws providing for exemption of property from execution or for valuation and appraisal upon foreclosure.

The U. S. Borrower hereby unconditionally and irrevocably agrees not waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, protest, dishonor and any other notice with respect to exercise any rights of the Guaranteed Obligations and this Guaranty, and any requirement that it may now have the Administrative Agent or may hereafter acquire any of the other Lender Parties protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against the Canadian Borrower or any other insider Person or any of the Collateral. The U.S. Borrower hereby waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or the other Lender Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of the U.S. Borrower or any other rights of the U.S. Borrower to proceed against the Canadian Borrower, any other guarantor that arise from or any other Person or any of the existenceCollateral, payment, performance and (ii) any defense based on any right of setoff or enforcement counterclaim against or in respect of the Obligations of the U.S. Borrower under this Guaranty or Guaranty. The U.S. Borrower hereby unconditionally and irrevocably waives any of duty on the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy part of the Administrative Agent or any of the other Lender Parties against to disclose to the U.S. Borrower any fact or other matter relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Canadian Borrower or any of its Subsidiaries or the property and assets thereof now or hereafter known by the Administrative Agent or such other insider guarantor or Lender Party. The U.S. Borrower hereby unconditionally waives any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until such time as all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under revoke this Guaranty, such amount shall be received and held acknowledges that this Guaranty is continuing in trust for nature and applies to all Guaranteed Obligations, whether existing now or in the benefit of the Administrative Agent future. The U.S. Borrower hereby acknowledges that it will receive substantial direct and the other Lender Parties, shall be segregated indirect benefits from the other property and funds of the U.S. Borrower and shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of financing arrangements contemplated by the Loan Documents, or to be held as Collateral for any Documents and that the waivers set forth in Section 6.02 and in this Section 6.03 are knowingly made in contemplation of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower shall pay to the Administrative Agent all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this Guarantysuch benefits.

The U. S. Borrower hereby unconditionally shall have delivered to the Agent an Officers’ Certificate and irrevocably agrees not an opinion of counsel, each stating that such consolidation, amal- gamation, merger or transfer and such supplements to exercise the Loan Documents, if any, comply with this Agreement and the other Loan Documents; provided, the U.S. Borrower shall or shall cause to, promptly following a request by the Agent (on behalf of itself or any rights Lender), provide all reasonable documentation and other information that it the Agent or such Lender reasonably requests with respect to such Suc- cessor Foreign Borrower that is a Requirement of Law in order to comply with its ongo- ing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Upon compliance with the foregoing requirements, the Successor Foreign Borrower shall succeed to, and be substituted for, the applicable Foreign Borrower under this Agreement and, except in the case of a lease transaction, the applicable predecessor Foreign Borrower will be released from its obligations hereunder and thereunder. Not- withstanding the foregoing, any Foreign Borrower may now have transfer all or may hereafter acquire against part of its proper- ties and assets (other than through a merger or consolidation) to any Foreign Borrower, the Canadian U.S. Borrower or any a Subsidiary Guarantor in compliance with Section 6.06 and Sec- tion 6.07. (e) [Reserved]. (f) For purposes of this Section 6.03, the sale, lease, convey- ance, assignment, transfer or other insider guarantor that arise from the existence, payment, performance disposition of all or enforcement substantially all of the Obligations properties and assets of one or more Subsidiaries of the U.S. Borrower under this Guaranty or any of Hold- ings, as applicable, which properties and assets, if held by the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any of the other Lender Parties against the Canadian U.S. Borrower or any other insider guarantor or any CollateralHoldings, whether or not such claimas applicable, remedy or right arises in equity or under contract, statute, common law or any other Requirements of Law, including, without limitation, the right to take or receive from such other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account instead of such claimSubsidiaries, remedy would constitute all or right, unless and until such time as sub- stantially all of the Guaranteed Obligations properties and all of the other amounts payable under this Guaranty shall have been paid in full in cash. If any amount shall be paid to the U.S. Borrower in violation of the immediately preceding sentence at any time prior to the latest of the payment in full in cash of all of the Guaranteed Obligations and all of the other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of the Administrative Agent and the other Lender Parties, shall be segregated from the other property and funds assets of the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis or Holdings and its Subsidiaries on a xxxxxxx- dated basis, as applicable (excluding from such determination any Person that is not a Restricted Subsidiary of the U.S. Borrower), shall be delivered forthwith to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) deemed to be credited and applied to the Guaranteed Obligations and the other amounts payable under this Guaranty, whether matured transfer of all or unmatured, in accordance with the terms substantially all of the Loan Documents, or to be held as Collateral for any properties and assets of the Guaranteed Obligations or any of the other amounts payable under this Guaranty thereafter arising. If (i) the U.S. Borrower or Holdings, as applicable, on a consolidated basis. However, transfers of assets between or among the U.S. Borrower and the Restricted Subsidiaries in compli- ance with Section 6.06 and Section 6.07 shall pay not be subject to this Section 6.03(f). (g) Notwithstanding anything to the Administrative Agent contrary in this Agreement or any other Loan Document, the Disposition of a Designated Business shall not be deemed to be a sale, assignment, transfer, lease, conveyance or other disposi- tion of properties or assets constituting all or any part of the Guaranteed Obligations and (ii) substantially all of the Guaranteed Obligations and all properties or assets of the other amounts payable under this Guaranty shall have been paid in full in cash, the Administrative Agent and the other Lender Parties will, at the U.S. Borrower's request and expense, execute and deliver to the U.S. Borrower appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to the U.S. Borrower of an interest in the Guaranteed Obligations resulting from the payment made by the U.S. Borrower under this GuarantyRestricted Subsidiaries on a consolidated ba- sis.