Common use of The Guarantee Clause in Contracts

The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor hereby (a) The Guarantors hereby, jointly and severally guaranteesseverally, guarantee to each Secured Party as hereinafter provided, as a primary obligor and not merely as a surety, to each Secured Party the payment and their respective successors and permitted 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 performance 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Secured Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms hereof and thereof. Each Guarantor hereby further jointly and severally agrees that if any of the Guaranteed ObligationsSecured Obligations are not paid in full in cash when due (whether at stated maturity, such as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), each Guarantor will promptly pay the same in cashsame, 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 in cash 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. Notwithstanding . (b) Each Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any provision hereof Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or in any other Loan Document similar foreign, federal or state law to the contraryextent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall under this Guaranty not include (x) in the case of clause (i) above, constituting a fraudulent transfer or conveyance under applicable law after giving full effect to such transaction and (y) in the case of clause (ii) above, Guarantor’s contribution rights but before taking into account any transactions under Secured Swap Agreements as liabilities of such dateGuarantor under any other guarantee of such Guarantor.

The Guarantee. Each (a) The Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees to each Secured Party Holder of a Security authenticated and their respective successors delivered by the Trustee the due and permitted assignspunctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the prompt due and punctual payment in full of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due (and payable, whether at stated maturityMaturity, by required prepaymentacceleration, declarationredemption, demand, by acceleration repayment 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or renewalother amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Notwithstanding The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any provision hereof obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in any other Loan Document this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the contrarysame effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the event that due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is not an “eligible contract participant” as prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such term is defined Series of Securities. Such assumption shall result in Section 1(a)(18) the Securities of such Series becoming the direct obligations of the Commodity Exchange Act, as amended at Guarantor and shall be effected without the time (i) consent of the Holders of the Securities of any transaction is entered into under a Secured Swap Agreement or (ii) Series. Upon such Guarantor becomes a Guarantor hereunderan assumption, the Guaranteed Obligations Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateSeries.

The Guarantee. Each of Holdings, the Subsidiary Guarantors and any other Person that becomes a Subsidiary Guarantor after the Closing Date hereby jointly guarantees to the Agent and severally guaranteesthe Lenders, as a primary obligor and not as a surety, to each Secured Party and their respective successors successors, endorsees, transferees and permitted assigns, the full and prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demandacceleration, by acceleration demand or otherwise) and performance of (1) the indebtedness, liabilities and other obligations of the Borrower to the Agent and the Lenders under or in connection with this Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by the Borrower to the Agent and the Lenders hereunder or in connection herewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any insolvency proceeding and including interest (including that accrues after the commencement by or against 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 Credit Party or any similar law of its Subsidiaries of any insolvency proceeding naming such Credit Party or such Subsidiary as the debtor in such insolvency proceeding. The foregoing indebtedness, liabilities and other jurisdiction) on (i) the Loans made by the Lenders to obligations of the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time indebtedness, liabilities and obligations to time owing be paid or performed by Holdings and/or the Subsidiary Guarantors in connection with this Section shall hereinafter be collectively referred to the Secured Parties by the Loan Parties (such obligations being herein called as the “Guaranteed Obligations.”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety, surety to each Secured Party and their respective successors and permitted 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 (i) the Bankruptcy Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy United States Code or any similar law of and (ii) any other jurisdictionDebtor Relief Laws) on (i) the Loans made by the Lenders to the Borrowerto, and (ii) the Notes held by each Lender of of, the Borrower (other than such Guarantor), and (2) all other Obligations (other than with respect to any Guarantor, Excluded Swap Obligations of such Guarantor) from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the Loan Parties terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Guarantors hereby jointly and severally agrees that, agree that if the Borrower or other Guarantor(s) shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Guarantors 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to Without limiting the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) generality of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderforegoing, the Guaranteed Obligations of shall include any such Guarantor indebtedness, obligations and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall not include (x) in be an allowed or disallowed claim under any proceeding or case commenced by or against the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, Borrower under any transactions under Secured Swap Agreements as of such dateDebtor Relief Laws.

The Guarantee. (a) Each Guarantor hereby jointly and severally guaranteesseverally, as a primary obligor unconditionally, absolutely and not as a surety, to each Secured Party irrevocably guarantees the full and their respective successors and permitted assigns, the prompt punctual payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by upon acceleration or otherwise) of all amounts payable by ACE under or in connection with the Loan Documents (1) including any upfront fee payable pursuant to any fee letter between ACE and the Bank), including the principal of and interest (including any including, to the greatest extent permitted by law, post-petition interest) on reimbursement obligations and Advances owing by ACE pursuant to the Facility Agreement with respect to LOCs, and all 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 expenses, indemnities or any similar law of any other jurisdiction) on obligations, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, or due or to become due (i) the Loans made by the Lenders to the Borrowercollectively, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail Upon failure by ACE to pay punctually any Guaranteed Obligation, each Guarantor agrees to pay forthwith on demand the amount not so paid at the place and in full the manner specified in cash when the Facility Agreement as if it was a principal obligor. Any amount payable hereunder shall be paid in the currency due under the Facility Agreement. (whether at stated maturityb) Each Guarantor, and by acceleration its acceptance of this Guarantee, the Bank, hereby confirms that it is the intention of all such Persons that this Guarantee and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or otherwise) any conveyance for purposes of the Guaranteed ObligationsBankruptcy Code, such the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Bank and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guarantee at any time shall be limited to the maximum amount as will promptly pay the same in cash, without any demand or notice whatsoever, and that result 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations obligations of such Guarantor shall under this Guarantee not include constituting a fraudulent transfer or conveyance. (xc) in Each Guarantor jointly and severally, unconditionally and irrevocably agrees with the case Bank that if any obligation guaranteed by it is or becomes void, voidable, unenforceable, invalid, illegal, or ineffective it will, as an independent and primary obligation, indemnify the Bank immediately on demand against any cost, loss or liability it incurs as a result of clause (i) aboveACE not paying any amount which would, but for such transaction and (y) in unenforceability, invalidity or illegality, have been payable by it under the case Loan Documents on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of clause (ii) above, any transactions under Secured Swap Agreements as of such datea guarantee.

The Guarantee. Each The Individual Guarantor hereby jointly and severally guaranteeshereby, as a primary obligor and not merely as a surety, unconditionally and irrevocably, jointly and severally with each other Guarantor, guarantees to each the Collateral Agent for the ratable benefit of the Secured Party Parties and their respective successors permitted successors, indorsees, transferees and permitted assigns, the prompt full and punctual payment in full and performance when due (whether at stated maturity, by required prepayment, declaration, demand, by upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (1i) the principal of and interest on the Term Loans made to the Borrower pursuant to the Credit Agreement and (ii) all other amounts (including any interest, fees, costs all interest and expenses accrued or charges that would accrue but for incurred subsequent to the provisions commencement 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 proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such proceeding) payable by the Borrower or any other Guarantor under the Credit Agreement and the other Loan Documents (ii) the Notes held by each Lender all of the Borrower and (2) all other Obligations from time foregoing being referred to time owing to the Secured Parties by the Loan Parties (such obligations being herein called collectively as the “Guaranteed Obligations”); provided that that, in any case, the term Guaranteed Obligations as used herein shall exclude all Excluded Swap (x) not include any Hedging and Cash Management Obligations), including Hedging and Cash Management Obligations of any other Guarantor and (y) with respect to principal amount and interest rate (including, without limitation, any Default Interest) and Obligations pursuant to Section 9.03 of the Credit Agreement, be defined and calculated based on the definitions in and terms of the Credit Agreement and other Loan Documents as of the date hereof unless otherwise acknowledged by the Individual Guarantor. Each The Individual Guarantor agrees that he shall forthwith on demand pay any Guaranteed Obligations at the place and in the manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. The Individual Guarantor hereby jointly agrees that this Guarantee is an absolute, irrevocable, joint and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, several and that in the case of any extension of time unconditional Guarantee of payment or renewal and is not a Guarantee of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalcollection. Notwithstanding any provision hereof or in any other Loan Document anything to the contrarycontrary in this Guarantee, in the event that the Borrower or any other Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of receives a waiver under the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Credit Agreement or the other Loan Documents for a failure to pay any amount or perform any obligation thereunder, then any such waiver shall also apply to any of Individual Guarantor’s obligations under this Guarantee with respect to the same. This Guarantee is a continuing guarantee and shall (iia) such Guarantor becomes a Guarantor hereunderremain in full force and effect until the termination of this Guarantee in accordance with Section 5, unless reinstated in accordance with Section 5, (b) be binding upon the Individual Guarantor, the Guaranteed Obligations of such Guarantor shall not include (x) in Individual Guarantor’s successors and permitted assigns, including without limitation, the case of clause (i) above, such transaction Individual Guarantor’s estate and (yc) in inure to the case benefit of clause (ii) aboveand be enforceable by the Secured Parties, any transactions under Secured Swap Agreements as of such datethe Collateral Agent and their successors, transferees and permitted assigns.

The Guarantee. Each (a) The Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees to each Secured Party Holder of a Security authenticated and their respective successors delivered by the Trustee the due and permitted assignspunctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the prompt due and punctual payment in full of the sinking fund payments (if any) provided for pursuant to the terms of such Security, when and as the same shall become due (and payable, whether at stated maturityMaturity, by required prepaymentacceleration, declarationredemption, demand, by acceleration repayment 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts or renewalsinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Notwithstanding The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any provision hereof obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in any other Loan Document this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the contrarysame effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the event that due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is not an “eligible contract participant” as prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such term is defined Series of Securities. Such assumption shall result in Section 1(a)(18) the Securities of such Series becoming the direct obligations of the Commodity Exchange Act, as amended at Guarantor and shall be effected without the time (i) consent of the Holders of the Securities of any transaction is entered into under a Secured Swap Agreement or (ii) Series. Upon such Guarantor becomes a Guarantor hereunderan assumption, the Guaranteed Obligations Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateSeries.

The Guarantee. (a) Each Guarantor hereby jointly absolutely, irrevocably and severally guarantees, as a primary obligor unconditionally guarantees the full and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt punctual 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 Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), when and as due, whether at maturity, by the Lenders to the Borroweracceleration, and upon one or more dates set for prepayment or otherwise, (ii) the Notes held all other amounts payable by each Lender of the Borrower and (2) all other Obligations from time to time owing to any of the Lenders, the Collateral Agent, the Administrative Agent, any Issuing Bank or the Secured Hedging Counterparties (together, the “Guaranteed Parties”) under the Guaranty Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the Secured Parties extent provided therein all reasonable fees and disbursements of counsel to any Guaranteed Party that are required to be paid by the Loan Parties Borrower pursuant to the terms of any Guaranty Document) and (such obligations being herein called iii) performance of the Obligations of the Borrower in each case strictly in accordance with their terms (collectively, the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if Upon failure by the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) punctually any of the Guaranteed Obligations, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in any Guaranty Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Guaranteed Obligations. This guaranty is a guarantee of due and punctual payment and performance and not of collectibility. (b) If under any Requirement of Law (including state and Federal fraudulent transfer laws), the Guaranteed Obligations of any Guarantor under Section 2(a) would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Guaranteed Parties in respect of such Guaranteed Obligations would be subordinated to the claims of any other creditors on account of such Guarantor’s liability under Section 2(a), then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor will promptly pay the same in cashshall, without any demand further action by the Guarantors or notice whatsoeverany Guaranteed Party, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (c) Notwithstanding anything to the contrary contained in this Guaranty Agreement or in any other document, instrument or agreement between or among any Guaranteed Party, the Borrower, any Guarantor or any third party, the obligations of each Guarantor with respect to the Guaranteed Obligations shall be joint and several with each other Guarantor and any other Person that in the case of any extension of time of payment now or renewal hereafter executes a guaranty of any of the Guaranteed Obligations separate from this Guaranty Agreement. (d) The Administrative Agent may bring and prosecute a separate action or actions against any Guarantor whether or not the Borrower, any other Guarantor or any other Person is joined in any such action or a separate action or actions are brought against the Borrower, any other Guarantor, any other Person or any collateral for all or any part of the Guaranteed Obligations. The obligations of each Guarantor under, and the same will effectiveness of, this Guaranty Agreement are not conditioned upon the existence or continuation of any other guarantee (including any letter of credit) of all or any part of the Guaranteed Obligations. By its acceptance hereof, each Guaranteed Party agrees that this Guaranty Agreement may be promptly paid in full in cash when due (whether at extended maturity, enforced only by acceleration or otherwise) action of the Administrative Agent in accordance with the terms of such extension or renewal. Notwithstanding the Guaranty Documents and that no Guaranteed Party shall have any provision hereof or in right individually to seek to enforce this Guaranty Agreement. (e) To the fullest extent not prohibited by any other Loan Document Requirement of Law, each Guarantor hereby waives all right of revocation with respect to the contraryGuaranteed Obligations. (f) Each Guarantor hereby agrees that, between it and the Guaranteed Parties, the obligations of the Borrower under the Guaranty Documents may be declared to be forthwith (or may become automatically) due and payable as provided in therein for purposes of this Section 2 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations becoming due and payable as against the Borrower) and that, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include declaration (x) in the case of clause (i) aboveor such obligation being deemed due and payable), such transaction obligations (whether or not due and (ypayable by the Borrower) in the case shall forthwith become due and payable for purposes of clause (ii) above, any transactions under Secured Swap Agreements as of such datethis Section 2.

The Guarantee. Each Guarantor In order to induce the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby jointly agrees with the Guaranteed Creditors as follows: until the Payment in Full Date, each Credit Party hereby unconditionally and severally guarantees, irrevocably guarantees (other than its own Obligations) as a primary obligor and not merely as a surety, to each Secured Party surety the full and their respective successors and permitted assigns, the prompt payment in full when due (due, whether at stated upon maturity, by required prepayment, declaration, demand, by acceleration or otherwise) , of (1) the principal of any and interest (including any interest, fees, costs or charges that would accrue but for the provisions all of the Bankruptcy Code after Obligations to the Guaranteed Creditors. If any bankruptcy or insolvency petition under all of the Bankruptcy Code or any similar law Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such Obligations to the Administrative Agent and/or the other jurisdiction) Guaranteed Creditors or order, on (i) the Loans made demand, together with any and all expenses which may be incurred by the Lenders to Administrative Agent and the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay Creditors in full in cash when due (whether at stated maturity, by acceleration or otherwise) collecting any of the Obligations. This Credit Party Guarantee is a guarantee of payment and not of collection. Until the Payment in Full Date, this Credit Party Guarantee is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Obligations, such Guarantor will promptly pay the same in cash, without any demand Creditor for repayment or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Obligations and any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time aforesaid payees repays all or part of said amount by reason of (i) any transaction is entered into under a Secured Swap Agreement judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such Guarantor becomes a Guarantor hereunderclaim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event the respective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guarantee or any other instrument evidencing any liability of any Guaranteed Obligations of Party, and each Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such Guarantor shall not include (x) amount had never originally been received by any such payee until the Payment in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateFull Date.

The Guarantee. Each Guarantor hereby jointly irrevocably and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees to each Secured Party of the Guaranteed Parties the due and their respective successors and permitted assigns, the prompt punctual (a) full payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, due by acceleration or otherwise) of (1) by Charterer in accordance with the principal of terms 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 Guaranteed Agreements of any and all sums (including, but not limited to, Charter Hire, Stipulated Loss Value, payments under Articles 17, 18 and/or 19 of the Demise Charter, indemnities, reimbursement sums, damages, interest, fees and expenses, Fees, Taxes and/or Other Charges, and all other jurisdictionexpenses incurred by or owing to any such Guaranteed Party) on (i) which are now or hereafter payable by Charterer under any of the Loans made by Guaranteed Agreements as and when the Lenders to same shall become due and payable in accordance with the Borrowerterms and provisions of the Guaranteed Agreements, and (iib) faithful performance and discharge by Charterer of each and every other duty, agreement, covenant, undertaking and obligation of Charterer in favor of any Guaranteed Party under and in accordance with the Notes held by each Lender terms and provisions of the Borrower Guaranteed Agreements at the time or times required thereby (all such obligations described in clauses (a) and (2b) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations above being herein called referred to individually as a “Guaranteed Obligation” and collectively as the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in In the case of the failure or inability of Charterer duly, punctually and fully to pay any extension of time of payment or renewal of any of the such Guaranteed Obligations, the same will be promptly paid Obligation described in full in cash clause (a) above when due (whether at extended maturity, by acceleration or otherwise) and in accordance with the terms of the applicable Guaranteed Agreement (whether or not such extension failure or renewal. Notwithstanding any provision hereof inability shall constitute an Event of Default), Guarantor hereby irrevocably and unconditionally agrees to pay or in any other Loan Document cause to be paid to the contraryPerson or Persons entitled to receive the same (according to their respective interests) under and in accordance with the Guaranteed Agreements, on the day such payments are (or would have become) due and payable, an amount equal to the aggregate of all such Guaranteed Obligations then due and unpaid (including, without limitation, any and all interest due and payable under any of the Guaranteed Agreements). In the case of the failure or inability of Charterer duly and punctually to perform and discharge any such Guaranteed Obligation described in clause (b) above (whether or not such failure or inability shall constitute an Event of Default), in favor of any Guaranteed Party under and in accordance with the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) terms and provisions of the Commodity Exchange ActGuaranteed Agreements, as amended at Guarantor hereby irrevocably and unconditionally agrees promptly to perform or discharge the time (i) any transaction is entered into under a Secured Swap Agreement same or (ii) such Guarantor becomes a Guarantor hereundercause the same to be performed or complied with. In addition, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause any such failure of payment, performance or discharge of any Guaranteed Obligation by Charterer when due, Guarantor shall forthwith, upon request of any Guaranteed Party, pay to the Guaranteed Party making such request such additional amounts as may be necessary to reimburse such Guaranteed Party in full for any reasonable out-of-pocket expenses that such Guaranteed Party incurred as a result of any such failure by Charterer (i) aboveincluding, such transaction without limitation, reasonable attorneys’ fees and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as expenses and other reasonable fees and disbursements that may have been incurred by or on behalf of such dateGuaranteed Party in enforcing such payments, performance or discharge by Charterer or in enforcing this Guarantee).

The Guarantee. Each of the Subsidiary Guarantors and any other Person that becomes a Subsidiary Guarantor after the Closing Date hereby jointly guarantees to the Agent and severally guaranteesthe Lenders, as a primary obligor and not as a surety, to each Secured Party and their respective successors successors, endorsees, transferees and permitted assigns, the full and prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demandacceleration, by acceleration demand or otherwise) and performance of (1) the indebtedness, liabilities and other obligations of the Borrower to the Agent and the Lenders under or in connection with this Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by the Borrower to the Agent and the Lenders hereunder or in connection herewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any insolvency proceeding and including interest (including that accrues after the commencement by or against 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 Credit Party or any similar law of its Subsidiaries of any insolvency proceeding naming such Credit Party or such Subsidiary as the debtor in such insolvency proceeding. The foregoing indebtedness, liabilities and other jurisdiction) on (i) the Loans made by the Lenders to obligations of the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time indebtedness, liabilities and obligations to time owing to the Secured Parties be paid or performed by the Loan Parties (such obligations being herein called Subsidiary Guarantors in connection with this Section 12.1 shall hereinafter be collectively referred to as the “Guaranteed Obligations.”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor The Company hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) the principal of and interest on the Loans (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 jurisdictionC$ Loans) on (i) the Loans made by the Lenders to the Borrowerto, and (iithe Note(s) and the Notes C$ Note(s) held by each Lender of, any of the Borrower Borrowers and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Group Member under the Loan Parties Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary 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 any Group Member to the Administrative Agent, the Canadian Administrative Agent or 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 other document made, delivered or 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, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash 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”; provided that Guaranteed Obligations shall exclude all ) (other than any Excluded Swap ObligationsObligation of the Company). Each Guarantor The Company hereby jointly and severally further agrees that, that if the Borrower any Group Member shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Company will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or As used in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderthis Guaranty, the Guaranteed term “Lender” includes, where appropriate, each affiliate of a Lender to whom Hedging Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateor Cash Management Obligations are owed.

The Guarantee. Each Guarantor (a) The Company hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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 Obligations 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 Borrower, and (ii) the Notes held by each Lender of the Subsidiary Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations Obligations being herein collectively called the “Company Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Company hereby jointly and severally further agrees that, that if the any Subsidiary Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed ObligationsObligations owing by such Subsidiary, such Guarantor the Company will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof . (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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange ActObligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, as amended 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 the time (istated maturity, by acceleration or otherwise) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderof the Subsidiary Borrower Guaranteed Obligations, the Guaranteed Obligations of such Guarantor shall not include (x) Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of clause 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 (i) abovewhether at extended maturity, such transaction and (yby acceleration or otherwise) in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as terms of such dateextension or renewal.

The Guarantee. Each The Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees to each Secured Party Holder of the Notes authenticated and their respective delivered by the Trustee and to the Trustee and its successors and permitted assigns, irrespective of the prompt payment in full when due validity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1i) the principal of and interest (including any premium, if any, and interest, feeson the Notes shall be promptly paid in full when due, costs whether at maturity, by acceleration, redemption or charges that would accrue but for otherwise, and interest on the provisions overdue principal of and interest on premium, if any, and interest, on the Notes if any, if lawful, and all other obligations 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 Company to the BorrowerHolders of the Notes or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed ObligationsNotes or any of such other obligations, that the same will shall be promptly paid in full in cash when due (or performed in accordance with the terms of the extension or renewal, whether at extended stated maturity, by acceleration or otherwise) in accordance . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or waiver or consent by any Holder with the terms of such extension or renewal. Notwithstanding respect to any provision provisions hereof or in thereof, the recovery of any judgment against the Company, any action to enforce the same, any other Loan Document to circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or any change in the contraryownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of insolvency or bankruptcy of the Commodity Exchange ActCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantor's guarantee under this Section shall not be discharged except by complete performance of the obligations of the Company and the Guarantor contained in the Notes, this Supplemental Indenture and the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor any amount paid by any thereof to the Trustee or such Holder, the Guarantor's guarantee under this Section, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of the Notes in respect of any obligations guaranteed hereby until payment in full in cash of all obligations with respect to the Notes guaranteed hereby. The Guarantor further agrees that, as amended at between itself as guarantor, on the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderone hand, and the Guaranteed Obligations Holders of such Guarantor shall not include the Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the case Indenture for the purposes of clause (i) abovethe Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such transaction acceleration in respect of the obligations with respect to the Notes guaranteed hereby and (y) in the case event of clause (ii) above, any transactions under Secured Swap Agreements as declaration of acceleration of such dateobligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of its guarantee hereunder. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

The Guarantee. Each (a) Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guaranteesirrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, as a primary obligor the Supplemental Indenture and not as a suretythe Notes, and guarantees to each Secured Party Holder of a Note authenticated and their respective successors delivered by the Trustee, and permitted assignsto the Trustee for itself and on behalf of such Holder, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including any interest, fees, costs or charges the amount that would accrue become due but for the provisions operation of the automatic stay under Section 362(a) of the Bankruptcy Code after Law), together with interest on the overdue principal, if any, and interest on 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 overdue interest, to the Borrowerextent lawful, and (ii) the Notes held by each Lender all other obligations of the Borrower Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full in cash 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 (the “Guarantee”). Notwithstanding The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any provision action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or in thereof, any release of any other Loan Document guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the contraryextent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, 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 Note, subject to the terms and conditions set forth in this Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange ActHolders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as amended at between it, on the time one hand, and the Holders and the Trustee on the other hand, (i1) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereundersubject to this Section 212, the Guaranteed Obligations maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor shall not include notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (x2) in the event of any acceleration of such obligation as provided the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer 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 Issuer’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 clause the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 Notes 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. (ib) In case any provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law. (c) The Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 212(a) above; provided that, if an Event of Default has occurred and is continuing, the Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such transaction right of subrogation until all amounts then due and payable by the Issuer under the Indenture, this Supplemental Indenture and the Notes shall have been paid in full. (yd) The Guarantor hereby agrees that the Guarantee provided for hereby shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Issuer or any Guarantor. (e) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and from its Guarantee and waivers pursuant to its Guarantee under this Section 212. (f) For the avoidance of doubt, the Guarantee shall be subject to the limitations set forth in the case second paragraph under Section 1401 of clause the Indenture. (iig) aboveAs of the Issue Date, any transactions under Secured Swap Agreements as there are no guarantors of such datethe Notes other than the Guarantor. (h) The Guarantee shall be effective upon the authentication of the Notes by the Trustee.

The Guarantee. Each The Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a Series to the extent such Guarantee is made applicable to such Series in accordance with Section 3.01. The Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees to each Secured Party Holder of a Guaranteed Security authenticated and their respective successors delivered by the Trustee the due and permitted assignspunctual payment of the principal of, the prompt payment in full when due (any premium and interest on, such Guaranteed Security, whether at stated maturityStated Maturity, by required prepaymentacceleration, declarationredemption, demand, by acceleration repayment 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Guaranteed Security and this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest or renewalany additional amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Notwithstanding The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any provision hereof invalidity, irregularity or in unenforceability of any Guaranteed Security or this Indenture, any failure to enforce the provisions of any Guaranteed Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Guaranteed Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other Loan Document to circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the contraryforegoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of merger, insolvency or bankruptcy of the Commodity Exchange ActCompany, as amended at any right to require a proceeding first against the time (i) Company, protest or notice with respect to any transaction is entered into under a Secured Swap Agreement such Guaranteed Security or (ii) such Guarantor becomes a Guarantor hereunderthe Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on, and any additional amounts required with respect to, the Guaranteed Obligations Securities and the complete performance of all other payment obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be repaid to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company, the Guarantor or otherwise. The Guarantor shall be subrogated to all rights of the Holder of any Guaranteed Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not include (x) in the case be entitled to enforce, or to receive any payments arising out of clause (i) aboveor based upon, such transaction and (y) in right of subrogation until the case of clause (ii) aboveprincipal of, any transactions under Secured Swap Agreements as premium and interest on, and any additional amounts required with respect to, all Guaranteed Securities shall have been paid in full. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such datecounterparts shall together constitute but one and the same instrument.

The Guarantee. Each Guarantor (a) The Company hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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, 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) Subsidiary Borrower Obligations, in each case strictly in accordance with the Loans made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties terms thereof (such obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations”; provided that ) and (ii) Subsidiary Guarantor Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Subsidiary Guarantor Guaranteed Obligations shall exclude all Excluded Swap Obligations”). Each The Company hereby further agrees that if any Subsidiary Borrower or Subsidiary Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the such Subsidiary Borrower Guaranteed Obligations or Subsidiary Guarantor Guaranteed Obligations, such Guarantor as applicable, the Company will promptly pay the same in cashsame, 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 Subsidiary Borrower Guaranteed Obligations or Subsidiary Guarantor Guaranteed Obligations, as applicable, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof . (b) Each Subsidiary Guarantor hereby jointly and severally 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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange ActBorrower Obligations (other than such obligations, as amended if any, of such Subsidiary Guarantor), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Borrower Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any such Borrower shall fail to pay in full when due (whether at the time (istated maturity, by acceleration or otherwise) any transaction is entered into under a Secured Swap Agreement or (ii) of such Guarantor becomes a Guarantor hereunderBorrower Guaranteed Obligations, the Guaranteed Obligations of such Guarantor shall not include (x) Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of clause any extension of time of payment or renewal of any of such Borrower Guaranteed Obligations, the same will be promptly paid in full when due (i) abovewhether at extended maturity, such transaction and (yby acceleration or otherwise) in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as terms of such dateextension or renewal.

The Guarantee. Each Guarantor (a) The Company hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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 interestSubsidiary Borrower Obligations, fees, costs or charges that would accrue but for in each case strictly in accordance with 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties terms thereof (such obligations being herein collectively called the “"Subsidiary Borrower Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Company hereby jointly and severally further agrees that, that if the any Subsidiary Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the such Subsidiary Borrower Guaranteed Obligations, such Guarantor the Company will promptly pay the same in cashsame, 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 Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof . (b) Each Subsidiary Guarantor hereby jointly and severally 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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange ActBorrower Obligations (other than such obligations, as amended if any, of such Subsidiary Guarantor), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Borrower Guaranteed Obligations"). The Subsidiary Guarantors hereby further jointly and severally agree that if any such Borrower shall fail to pay in full when due (whether at the time (istated maturity, by acceleration or otherwise) any transaction is entered into under a Secured Swap Agreement or (ii) of such Guarantor becomes a Guarantor hereunderBorrower Guaranteed Obligations, the Guaranteed Obligations of such Guarantor shall not include (x) Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of clause any extension of time of payment or renewal of any of such Borrower Guaranteed Obligations, the same will be promptly paid in full when due (i) abovewhether at extended maturity, such transaction and (yby acceleration or otherwise) in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as terms of such dateextension or renewal.

The Guarantee. Each Guarantor The Parent hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) the principal of and interest on the Loans (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 jurisdictionC$ Loans) on (i) the Loans made by the Lenders to the Borrowerto, and (iithe Note(s) and the Notes C$ Note(s) held by each Lender of, any of the Borrower Borrowers and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Group Member under the Loan Parties Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary 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 any Group Member to the Administrative Agent, the Canadian Administrative Agent or 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 other document made, delivered or 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, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash 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”; provided that Guaranteed Obligations shall exclude all ) (other than any Excluded Swap ObligationsObligation of the Parent). Each Guarantor The Parent hereby jointly and severally further agrees that, that if the Borrower any Group Member shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Parent will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or As used in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderthis Guaranty, the Guaranteed term “Lender” includes, where appropriate, each affiliate of a Lender to whom Hedging Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateor Cash Management Obligations are owed.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) 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 Borrowerto, and (iithe Note(s) the Notes held by each Lender of the of, each Borrower and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by any Group Member under the Loan Parties Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent 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 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 other document made, delivered or 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 enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash 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”; provided that Guaranteed Obligations shall exclude all ) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap ObligationsObligation of such Subsidiary Guarantor). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower any Group Member shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or As used in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderthis Guaranty, the Guaranteed term “Lender” includes, where appropriate, each affiliate of a Lender to whom Hedging Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateor Cash Management Obligations are owed.

The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted 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 Borrower, (ii) the Incremental Term Loans and Loans under Incremental Revolving Credit Commitment Increases made by the Incremental Term Lenders or Incremental Revolving Credit Lenders to the Borrower, (iii) the other Term Loans and other Revolving Loans made by any lender thereof, and (iiiv) the Notes held by each Lender of the Borrower Borrower, if any, (2) each Designated Acquisition Swingline Loan and (23) all other Obligations from time to time owing to the Secured Parties by the Borrower or the borrower of any Designated Acquisition Swingline Loan Parties (such obligations under clauses (1) and (2) being herein collectively called the “Guaranteed Guarantor Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower or the borrower of any Designated Acquisition Swingline Loan shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Guarantor Obligations, such 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 Guaranteed Guarantor Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. (a) [Reserved]. (b) Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted 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, 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 BorrowerOther Term Loans and Other Revolving Loans made by any lender thereof, and (iiiv) the Notes held by each Lender of the any Borrower and (2) all other Obligations from time to time owing to the Secured Parties by any Loan Party or, in the Loan Parties case 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”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if any Borrower, Loan Party or, in the Borrower case of Specified Cash Management Agreements and Specified Swap Agreements, Restricted Subsidiary shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each (A) The Guarantor hereby jointly irrevocably and severally guaranteesunconditionally guarantees by way of an independent guarantee ("GARANTIE AUF ERSTES ANFORDERN") to the Agent and each Bank the due and punctual payment by the Borrower, as a primary obligor under and not as a suretyin connection with the terms of this Agreement, and covenants to each Secured Party pay or cause to be paid to the person entitled thereto in the currency in which the same is for the time being due and their respective successors payable under this Agreement (and permitted assigns, which remain for the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwisetime being unpaid) 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 any amount up to the BorrowerUSD 45,000,000 or its equivalent borrowed under Tranche A, and (ii) any the Notes held sum of principal, interest and all other monies which are now or may at any time hereafter be due and payable by each Lender the Borrower under or pursuant to this Agreement with respect to the said amount. (B) The Guarantor shall effect payment hereunder promptly upon demand of the Agent (or any Bank through the Agent) and confirmation that the amount claimed from the Guarantor is equal to the Guaranteed Amount which the Borrower has not paid when due. (C) The obligations of the Guarantor hereunder (i) shall be separate and independent from the obligations of the Borrower, (ii) shall exist irrespective of the legality, validity, binding effect and enforceability of any obligation of the Borrower under this Agreement, (iii) shall not be affected by any event, condition or circumstance of whatever nature, whether factual or legal, save the full, definite and irrevocable satisfaction of any and all payment obligations expressed to be assumed under this Agreement and (2iv) all shall be deemed "Senior Debt" under the indenture governing the Wavetek Bond. (D) The Agent and each Bank may at any time without thereby discharging, impairing or otherwise affecting the obligations of the Guarantor hereunder (i) give or agree to give any time or other Obligations from time to time owing indulgence to the Secured Parties Borrower in respect of its obligations under this Agreement or any of them, (ii) (with the consent of the Guarantor) offer or agree to or enter into any agreement for any variation of this Agreement, or (iii) prove or abstain from proving, in respect of the obligations of the Borrower under this Agreement, in a bankruptcy, winding-up, liquidation or reorganization of the Borrower. (E) The obligations of the Guarantor hereunder are (and are intended to be) a continuing and independent security to the Agent and each Bank, as the case may be, for the due and punctual payment by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly Borrower, under and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrarythis Agreement, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended Guaranteed Amount and interest thereon and all other monies related thereto which are now or may at any time hereafter be due and payable by the time Borrower under or pursuant to this Agreement and accordingly the said obligations (i) shall be in addition to and not in substitution for or derogation from any transaction is entered into other encumbrance, guarantee or other security now or at any time hereafter held by or on behalf of the Agent or such Bank in respect of the obligations of the Borrower under a Secured Swap this Agreement or any of them, (ii) shall not be or be construed to be satisfied by any discharge of or payment of or on account of the obligations of the Borrower under this Agreement or any of them which has not resulted in a final and irrevocable settlement of the respective obligation, and (iii) shall at all times extend to cover the balance of principal, interest and all other monies which are now or may at any time hereafter be due and payable by the Borrower under or pursuant to this Agreement. (F) Neither the Agent nor any Bank shall be obliged before asserting or enforcing the obligations of the Guarantor hereunder (i) to take action or obtain judgement against the Borrower in any court, (ii) to make or file any claim or proof in any bankruptcy, winding-up, liquidation or reorganization of the Borrower or (iii) to enforce or seek to enforce any other encumbrance, guarantee or other security now or at any time hereafter held by or on behalf of the Agent or such Bank in respect of the obligations of the Borrower under this Agreement or any of them. (G) Where any payment has been made by the Guarantor becomes a Guarantor hereunder, to the Guaranteed Obligations of such Agent or any Bank hereunder the Guarantor shall not include take the benefit of subrogation (xif any) of any rights of any such person or any encumbrance, guarantee or other security now or any time hereafter held by or on behalf of such person in respect of the obligations of the Borrower under this Agreement or any of them until and unless all obligations of the Borrower under this Agreement have been discharged in full. (H) The guarantee given under this Agreement may be enforced against the Guarantor by each Bank or by the Agent as agent for the Banks in any proceedings, including enforcement proceedings. (I) The Agent and the Banks confirm that it is the intention of all parties that the guarantee by the Guarantor not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, the Banks and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article 17 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor, result in the case obligations of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions Guarantor under Secured Swap Agreements as of such datethe guarantee not constituting a fraudulent transfer or conveyance.

The Guarantee. Each Guarantor The Guarantors hereby jointly and severally guaranteesguarantee, as a primary obligor and not as a surety, surety to each Secured Party and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would accrue have accrued, but for the provisions commencement of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdictionsuch an Insolvency Proceeding)) on (i) the Loans made by the Lenders to the Borrowerto, and (ii) the Notes held by each Lender of the Borrower of, each Borrower, and (2) all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the Loan Parties performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”); provided that that, anything to the contrary contained in the foregoing notwithstanding, Guaranteed Obligations shall exclude all any Excluded Swap Obligations). Each In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agrees that, agree that if the Borrower Borrower(s) or other Guarantor(s) shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Guarantors will promptly pay the same in cash, without any demand or notice whatsoeverwhatsoever as if it was the principal obligor, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any provision hereof (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other Loan Document indebtedness; making facilities available to the contrary, in the event that new borrowers; any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) other variation or extension of the Commodity Exchange Actpurposes for which any such facility or amount might be made available from time to time; and any fees, as amended at costs and/or expenses associated with any of the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateforegoing.

The Guarantee. Each Guarantor hereby Guarantor, jointly and severally guaranteesseverally, as a primary obligor hereby irrevocably and not as a surety, unconditionally guarantees to each Secured Party of the Guaranteed Parties the due and their respective successors and permitted assigns, the prompt punctual (a) full payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, due by acceleration or otherwise) of (1) by Charterers in accordance with the principal of terms 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 Guaranteed Agreements of any and all sums (including, but not limited to, Charter Hire, Stipulated Loss Value, payments under Articles 17, 18 and/or 19 of the Demise Charters, indemnities, reimbursement sums, damages, interest, fees and expenses, Fees, Taxes and/or Other Charges, and all other jurisdictionexpenses incurred by or owing to any such Guaranteed Party) on (i) which are now or hereafter payable by Charterers under any of the Loans made by Guaranteed Agreements as and when the Lenders to same shall become due and payable in accordance with the Borrowerterms and provisions of the Guaranteed Agreements, and (iib) faithful performance and discharge by Charterers of each and every other duty, agreement, covenant, undertaking and obligation of Charterers in favor of any Guaranteed Party under and in accordance with the Notes held by each Lender terms and provisions of the Borrower Guaranteed Agreements at the time or times required thereby (all such obligations described in clauses (a) and (2b) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations above being herein called referred to individually as a “Guaranteed Obligation” and collectively as the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in In the case of the failure or inability of Charterers duly, punctually and fully to pay any extension of time of payment or renewal of any of the such Guaranteed Obligations, the same will be promptly paid Obligation described in full in cash clause (a) above when due (whether at extended maturity, by acceleration or otherwise) and in accordance with the terms of the applicable Guaranteed Agreement (whether or not such extension failure or renewal. Notwithstanding any provision hereof inability shall constitute an Event of Default), each Guarantor hereby irrevocably and unconditionally agrees to pay or in any other Loan Document cause to be paid to the contraryPerson or Persons entitled to receive the same (according to their respective interests) under and in accordance with the Guaranteed Agreements, on the day such payments are (or would have become) due and payable, an amount equal to the aggregate of all such Guaranteed Obligations then due and unpaid (including, without limitation, any and all interest due and payable under any of the Guaranteed Agreements). In the case of the failure or inability of Charterers duly and punctually to perform and discharge any such Guaranteed Obligation described in clause (b) above (whether or not such failure or inability shall constitute an Event of Default), in favor of any Guaranteed Party under and in accordance with the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) terms and provisions of the Commodity Exchange ActGuaranteed Agreements, as amended at each Guarantor hereby irrevocably and unconditionally agrees promptly to perform or discharge the time (i) any transaction is entered into under a Secured Swap Agreement same or (ii) such Guarantor becomes a Guarantor hereundercause the same to be performed or complied with. In addition, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause any such failure of payment, performance or discharge of any Guaranteed Obligation by Charterers when due, each Guarantor shall forthwith, upon request of any Guaranteed Party, pay to the Guaranteed Party making such request such additional amounts as may be necessary to reimburse such Guaranteed Party in full for any reasonable out-of-pocket expenses that such Guaranteed Party incurred as a result of any such failure by Charterers (i) aboveincluding, such transaction without limitation, reasonable attorneys’ fees and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as expenses and other reasonable fees and disbursements that may have been incurred by or on behalf of such dateGuaranteed Party in enforcing such payments, performance or discharge by Charterers or in enforcing this Guarantee).

The Guarantee. Each Guarantor hereby Guarantor, jointly and severally guaranteesseverally, as a primary obligor hereby absolutely, unconditionally and not as a suretyirrevocably guarantees to the Noteholders, to each Secured Party and their respective successors successors, endorsees, transferees and permitted 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) and performance of (a) the Notes and the other Obligations of the Issuer, including (i) all principal of and interest (including any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Issuer, whether or not such interest constitutes an allowable claim) on any Note issued pursuant to this Agreement and (ii) all other amounts payable and all obligations to be performed by the Issuer under this Agreement or the Notes and (b) any renewals or extensions of any of the foregoing (collectively, the "Guaranteed Obligations"). Each Guarantor, jointly and severally, agrees that this is a guarantee of payment and performance and not of collection, and that its obligations hereunder shall be primary, absolute and unconditional, irrespective of, and unaffected by: (1) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, the Notes, this Agreement or any other agreement, document or instrument to which the Issuer or any other Obligor is or are or may become a party; (2) the absence of any action to enforce the Notes or this Agreement or the waiver or consent by the Noteholders with respect to any of the provisions thereof; (3) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full); it being agreed by each Guarantor that its obligations hereunder shall not be discharged until the payment and performance, in full, of the Guaranteed Obligations. Each Guarantor shall be regarded, such Guarantor will promptly pay and shall be in the same in cashposition, without any demand as principal debtor with respect to the Guaranteed Obligations. Each Guarantor expressly waives all rights it may now or notice whatsoever, and that in the case of future have under any extension of time of payment statute, or renewal of at common law, or at law or in equity, or otherwise, to compel any Noteholder to proceed in respect of the Guaranteed ObligationsObligations against the Issuer or any other Person before proceeding against, or as a condition to proceeding against, the same will be promptly paid Issuer. Each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of any Noteholder to commence an action in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms respect of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations against the Issuer, any other Obligor or any other Person. Each Guarantor agrees that any notice or directive given at any time to any Noteholder by the Issuer, any other Obligor or any other Person which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by such Noteholder, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to the obligations of such Guarantor shall not include (x) under this Article 6 for the reason that such pleading or introduction would be at variance with the written terms hereof, unless the Required Holders have specifically agreed otherwise in writing. The foregoing waivers are of the case essence of clause (i) abovethe transaction contemplated by this Agreement and, but for the provision of Article 6 and such transaction and (y) in waivers, the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateNoteholders would decline to enter into this Agreement.

The Guarantee. Each Guarantor hereby Guarantor, jointly and severally guaranteesseverally, as a primary obligor hereby absolutely, unconditionally and not as a suretyirrevocably guarantees to the Noteholders, to each Secured Party and their respective successors successors, endorsees, transferees and permitted 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) and performance of (a) the Notes and the other Obligations of the Issuer, including (i) all principal of and interest (including any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Issuer, whether or not such interest constitutes an allowable claim) on any Note issued pursuant to this Agreement and (ii) all other amounts payable and all obligations to be performed by the Issuer under this Agreement or any other Document and (b) any renewals or extensions of any of the foregoing (collectively, the "Guaranteed Obligations"). Each Guarantor, jointly and severally, agrees that this is a guarantee of payment and performance and not of collection, and that its obligations hereunder shall be primary, absolute and unconditional, irrespective of, and unaffected by: (1) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, the Notes, this Agreement or any other Document or any other agreement, document or instrument to which the Issuer or any other Obligor is or are or may become a party; (2) the absence of any action to enforce the Notes, this Agreement or any other Document or the waiver or consent by the Noteholders with respect to any of the provisions of any Document; (3) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full); it being agreed by each Guarantor that its obligations hereunder shall not be discharged until the payment and performance, in full, of the Guaranteed Obligations. Each Guarantor shall be regarded, such Guarantor will promptly pay and shall be in the same in cashposition, without any demand as principal debtor with respect to the Guaranteed Obligations. Each Guarantor expressly waives all rights it may now or notice whatsoever, and that in the case of future have under any extension of time of payment statute, or renewal of at common law, or at law or in equity, or otherwise, to compel any Noteholder to proceed in respect of the Guaranteed ObligationsObligations against the Issuer or any other Person before proceeding against, or as a condition to proceeding against, the same will be promptly paid Issuer. Each Guarantor further expressly waives and agrees not to assert or take advantage of any defense based upon the failure of any Noteholder to commence an action in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms respect of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations against the Issuer, any other Obligor or any other Person. Each Guarantor agrees that any notice or directive given at any time to any Noteholder by the Issuer, any other Obligor or any other Person which is inconsistent with the waivers in the preceding two sentences shall be null and void and may be ignored by such Noteholder, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to the obligations of such Guarantor shall not include (x) under this Article 8 for the reason that such pleading or introduction would be at variance with the written terms hereof, unless the Required Holders have specifically agreed otherwise in writing. The foregoing waivers are of the case essence of clause (i) abovethe transaction contemplated by the Documents and, but for this provisions of this Article 8 and such transaction waivers, the Initial Purchasers and (y) in each subsequent Noteholder would decline to purchase the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateNotes.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guaranteesseverally, as a primary obligor and not merely as a surety, guarantee to each Secured Party Lender, each Issuing Lender, each other holder of a Guaranteed Obligation and the Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) 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 Borrower, (b) each payment required to be made by the Borrower in respect of any Letter of Credit, including payments in respect of reimbursement of LC Disbursements, interest thereon and obligations to provide cash collateral, and (ii) the Notes held by each Lender of the Borrower and (2c) all fees, indemnification payments and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Secured Parties Lenders, the Issuing Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the other Loan Parties Documents, in each case strictly in accordance with the terms thereof and including all interest, fees and expenses accrued or incurred subsequent to the commencement 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”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor The Parent hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) the principal of and interest on the Loans (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 jurisdictionC$ Loans) on (i) the Loans made by the Lenders to the Borrowerto, and (iithe Note(s) and the Notes C$ Note(s) held by each Lender of of, the Company, the Canadian Borrower, the Swiss Borrower, each Other Subsidiary Borrower and (2) each Additional Borrower, and all other Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary 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 Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or 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 other document made, delivered or 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, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Loan Parties Obligors to the Lenders 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”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Parent hereby jointly and severally further agrees that, that if the any Borrower (or any Subsidiary Guarantor) shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Parent will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwisea) In consideration of (1) the principal substantial direct and indirect benefits to be derived by the Guarantors as a result of the Banks making the Commitments available to the Company, including, without limitation, the advances to be made available to such Guarantors by the Company from time to time from the proceeds of Advances lent to the Company hereunder, (2) the substantial direct and interest indirect benefits to be derived by the Company and the Guarantors as a result of the Banks making the Letter of Credit Subfacility available to the Company and the Guarantors, including, without limitation, the Letters of Credit issued or to be issued by the Agent on behalf of the Banks for the account of the Company or any Guarantor, and (including 3) substantial direct and indirect benefits to be derived by the Guarantors as a result of Barclays Bank PLC making the other First Tier Facilities available under the Barclays Agreement, pursuant to which the Guarantors shall receive further direct and indirect benefit, each Guarantor hereby absolutely, unconditionally and irrevocably, jointly and severally, guarantees to each of the Banks, the Agent and the Collateral Agents the due and punctual payment and performance of all the Obligations of the Company and each other Guarantor as and when the same shall become due and payable, whether at maturity, by acceleration, mandatory prepayment or otherwise, according to their terms (the obligations of such Guarantor in respect of such guarantee, its "Guaranty Obligations"). In case of -------------------- failure by the Company or such Guarantor punctually to pay or perform the Obligations, each Guarantor hereby unconditionally and irrevocably agrees to cause such payment or performance to be made punctually as and when the same shall become due and payable, whether at maturity, by prepayment, declaration or otherwise, and as if such payment or performance were made by the Company or such Guarantor. The foregoing guarantees (collectively, the "Guaranty") shall be -------- guarantees of payment and not of collection merely. (b) It is the intent of the Guarantors, the Agent, the Banks and any interestother Person holding any of the Guaranty Obligations that each Guarantor's maximum obligations hereunder (such Guarantor's "Maximum Guaranty Liability") -------------------------- shall not be in excess of: (i) in a case or proceeding commenced by or against such Guarantor under 11 U.S.C. (S) 101 et seq., feesas amended (the "Bankruptcy Code"), costs on or charges -- --- --------------- within one year from the date on which any of the Guaranty Obligations of such Guarantor are incurred, the maximum amount that would accrue but for not otherwise cause the provisions obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) to be avoidable or unenforceable against such Guarantor under (A) Section 548 of the Bankruptcy Code after or (B) any bankruptcy state fraudulent transfer or insolvency petition fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case of proceeding commenced by or against such Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Guaranty Obligations of such Guarantor are incurred, the maximum amount that would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statue applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (iii) in a case or proceeding commenced by or against such Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar law debtor relief from time to time in effect affecting the rights of creditors generally (collectively, "Other ----- Debtor Relief Law"), the maximum amount that would not otherwise cause the ----------------- obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) to be avoidable or unenforceable against such Guarantor under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of any Guarantor hereunder (or any other jurisdictionobligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the "Avoidance Provisions"). -------------------- (c) To the extent set forth in Section 10.01(b), but only to the extent that the obligations of any Guarantor hereunder, or the transfers made by the Guarantor under the Guarantor Pledge Agreement, the Guarantor Security Agreement or the Guarantor Trademark Security Agreement, would otherwise be subject to avoidance under any Avoidance Provisions if such Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of any Guarantor hereunder would render such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Guarantor to have incurred debts (or to have in- tended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then the obligations of such Guarantor hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks or any other Person holding any of the Guaranty Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This Section 10.01(c) is intended solely to preserve the rights hereunder of the Agent, the Banks and any other Person holding any of the Guaranty Obligations to the maximum extent that would not cause the obligations of the Guarantors hereunder to be subject to avoidance under any Avoidance Provisions, and no Guarantor nor any other Person shall have any right or claim under this Section 10.01(c) as against the Agent, the Banks or any other Person holding any of the Guaranty Obligations that would not otherwise be available to such Person under the Avoidance Provisions. To the extent that the limitations contained in this Section 10.01 are raised by any Guarantor as a limitation or defense to any action to collect from such Guarantor hereunder, then, to the extent the provisions of this sentence do not cause the obligations of the Guarantor to be avoidable under any Avoidance Provision, the burden of proof and persuasion with respect to the dollar amount of such limitation shall be on the Guarantor, notwithstanding any provison of state or federal law to the contrary. (d) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the Maximum Guaranty Liability of such Guarantor, and may exceed the aggregate Maximum Guaranty Liability of all Guarantors hereunder, without impairing this Guaranty or affecting the rights and remedies of the Banks and the Agent hereunder. Nothing in the Section 10.01(d) shall be construed to increase any Guarantor's obligations hereunder beyond its Maximum Guaranty Liability. (e) In the event any Guarantor (a "Funding Guarantor"") shall make ----------------- any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Guarantor (each, a "Contributing Guarantor") ---------------------- shall contribute to such Funding Guarantor an amount equal to such Contributing Guarantor's pro rata share of such payment or payments made, or losses suffered, by such Funding Guarantor determined as of the date on which such payment or loss was made by reference to the ratio of (i) the Loans made by the Lenders Maximum Guaranty Liability of such Contributing Guarantor (without giving effect to the Borrowerany right to receive any contribution or other obligation to make any contribution hereunder), and to (ii) the Notes held by aggregate Maximum Guaranty Liability of all Guarantors (including the Funding Guarantors) hereunder (without giving effect to any right to receive, or obligation to make, any contribution hereunder). Nothing in this Section 10.01(e) shall affect each Lender Guarantor's several liability for the entire amount of the Borrower and (2) all other its Guaranty Obligations from time to time owing subject only to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations)limitations set forth in Section 10.01. Each Guarantor hereby jointly covenants and severally agrees that, if the Borrower that its right to receive any contribution hereunder from a Contributing Guarantor shall fail be subordinate and junior in right of payment to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any all obligations of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document Guarantors to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor Banks hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor hereby agrees that during the Guarantee Period it is jointly and severally guaranteesliable for, and, as a primary obligor and not merely as a surety, absolutely and unconditionally guarantees to each Secured Party and their respective successors and permitted 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, 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 Borrowereach Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Secured Parties by each Borrower under this Agreement or under any of the other Loan Parties Documents, any Letter of Credit, any Specified Swap or Banking Services Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties, in each case strictly in accordance with the terms thereof) (such obligations being herein collectively called the “Guaranteed Obligations”; provided that that, for purposes of determining any Guaranteed Obligations of any Guarantor under this Agreement, the definition of “Guaranteed Obligations” shall exclude all not create any guarantee by any Guarantor of any Excluded Swap ObligationsObligations of such Guarantor). Each Guarantor hereby jointly and severally further agrees that, that if during the Guarantee Period any Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. (a) Each of the Parent and each Parent Subsidiary Guarantor hereby hereby, jointly and severally guaranteesseverally, as a primary obligor absolutely, unconditionally and not as a surety, to each Secured Party irrevocably guarantees the full and their respective successors and permitted assigns, the prompt punctual payment in full when due (whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by required prepayment, declaration, demand, by acceleration demand or otherwise) of all Obligations of each other Obligor now or hereafter existing under or in respect of the Financing Documents (1such Obligations being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by any Agent or any Bank in enforcing any rights hereunder or any other Financing Document. Without limiting the principal generality of the foregoing, each of the Parent and interest (including each Parent Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any interest, fees, costs other Obligor to any Agent or charges that would accrue any Bank under or in respect of the Financing Documents but for the provisions fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor. (b) Each of the Parent and each Parent Subsidiary Guarantor, each Agent and each Bank, hereby confirms that it is the intention of all such Persons that the Guarantee contained in this SECTION 10.01 and the Obligations of each Parent Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Code after any bankruptcy or insolvency petition under Law, the Bankruptcy Code Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Obligations of each of the Parent and each Parent Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Agents, the Banks and the Parent and Parent Subsidiary Guarantors hereby irrevocably agree that the Obligations of each Parent Subsidiary Guarantor under this Guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. (c) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Agent or any Bank under this Guarantee or any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligationsguarantee, such Guarantor will promptly pay contribute, to the same maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Agents and the Banks under or in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any respect of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateFinancing Documents.

The Guarantee. (a) [Reserved]. (b) Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted 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, 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 BorrowerOther Term Loans and Other Revolving Loans made by any lender thereof, and (iiiv) the Notes held by each Lender of the any Borrower and (2) all other Obligations from time to time owing to the Secured Parties by any Loan Party or, in the Loan Parties case 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”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if any Borrower, Loan Party or, in the Borrower case of Specified Cash Management Agreements and Specified Swap Agreements, Restricted Subsidiary shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby agrees with the Lenders as follows: Each Guarantor hereby unconditionally and irrevocably, jointly and severally severally, guarantees, as a primary obligor and not merely as a surety, to each Secured Party surety the full and their respective successors and permitted assigns, the prompt payment in full when due (due, whether at stated upon maturity, by required prepayment, declaration, demand, by acceleration or otherwise) , of (1) the principal of any and interest (including any interest, fees, costs or charges that would accrue but for the provisions all 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 Borrower, and (ii) the Notes held by each Lender Guaranteed Obligations of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay Creditors in full in cash when due (whether at stated maturity, by acceleration collecting or otherwise) enforcing any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cash, without . If claim is ever made upon any demand Guaranteed Creditor for repayment or notice whatsoever, and that in the case recovery of any extension of time of amount or amounts received in payment or renewal on account of any of the Guaranteed ObligationsObligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guarantee or any other instrument evidencing any liability of the Borrower, and each Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guarantee of payment and not of collection. (b) Anything contained in this Guarantee to the contrary notwithstanding, the same will obligations of each Subsidiary Guarantor hereunder shall be promptly paid limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bank- ruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in full in cash when due (whether at extended maturityeach case after giving effect to all other liabilities of such Subsidiary Guarantor, by acceleration contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect (x) in accordance with to the direct and indirect benefits received by such Subsidiary Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such extension or renewalright of contribution under Section 12.01(c)). (c) The Subsidiary Guarantors under this Guarantee together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guarantee. Notwithstanding any provision hereof or in any other Loan Document to the contraryAccordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor under this Guarantee (a "Funding Guarantor") that any Guarantor is not an “eligible contract participant” exceeds its Fair Share (as such term is defined in Section 1(a)(18below) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other Subsidiary Guarantors in the amount of such other Subsidiary Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Subsidiary Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Fair Share" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guarantee in respect of the obligations guarantied. "Fair Share Shortfall" means, with respect to a Subsidiary Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Subsidiary Guarantor over the Aggregate Payments of such Subsidiary Guarantor. "Adjusted Maximum Amount" means, with respect to a Subsidiary Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Subsidiary Guarantor under this Guarantee, determined as of such date in accordance with this Section 12.01; provided that, solely for purposes of calculating the "Adjusted Maximum Amount" with respect to any Subsidiary Guarantor for purposes of this Section 12.01(c), any assets or liabilities of such Subsidiary Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Subsidiary Guarantor. "Aggregate Payments" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Subsidiary Guarantor in respect of this Guarantee (including, without limitation, in respect of this Section 12.01(c)) minus (ii) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Subsidiary Guarantors as contributions under this Section 12.01(c). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Subsidiary Guarantors of their obligations as set forth in this Section 12.01(c) shall not be construed in any way to limit the liability of any Subsidiary Guarantor hereunder.

The Guarantee. Each Guarantor The Parent hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) the principal of and interest on the Loans (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 jurisdictionC$ Loans) on (i) the Loans made by the Lenders to the Borrowerto, and (iithe Note(s) and the Notes C$ Note(s) held by each Lender of, any of the Borrower Borrowers and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary 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 Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or 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 other document made, delivered or 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, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Loan Parties Obligors to the Lenders 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”; provided that Guaranteed Obligations shall exclude all ) (other than any Excluded Swap ObligationsObligation of the Parent). Each Guarantor The Parent hereby jointly and severally further agrees that, that if the any Borrower (or any Subsidiary Guarantor) shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Parent will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each (a) Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guaranteesirrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, as a primary obligor this Supplemental Indenture and not as a suretythe Notes, and guarantees to each Secured Party Holder of a Note authenticated and their respective successors delivered by the Trustee, and permitted assignsto the Trustee for itself and on behalf of such Holder, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including any interest, fees, costs or charges the amount that would accrue become due but for the provisions operation of the automatic stay under Section 362(a) of the Bankruptcy Code after Law), together with interest on the overdue principal, if any, and interest on 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 overdue interest, to the Borrowerextent lawful, and (ii) the Notes held by each Lender all other obligations of the Borrower Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full in cash 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 (the “Guarantee”). Notwithstanding The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any provision action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or in thereof, any release of any other Loan Document guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the contraryextent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, 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 Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange ActHolders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as amended at between it, on the time one hand, and the Holders and the Trustee on the other hand, (i1) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereundersubject to this Section 212, the Guaranteed Obligations maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor shall not include notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (x2) in the event of any acceleration of such obligation as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer 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 Issuer’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 clause the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 Notes 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. (ib) In case any provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law. (c) The Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 212(a) above; provided that, if an Event of Default has occurred and is continuing, the Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such transaction right of subrogation until all amounts then due and payable by the Issuer under the Indenture, this Supplemental Indenture and the Notes shall have been paid in full. (yd) The Guarantor hereby agrees that the Guarantee provided for hereby shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Issuer or any Guarantor. (e) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and from its Guarantee and waivers pursuant to its Guarantee under this Section 212. (f) For the avoidance of doubt, the Guarantee shall be subject to the limitations set forth in the case second paragraph under Section 1401 of clause the Indenture. (iig) aboveAs of the Issue Date, any transactions under Secured Swap Agreements as there are no guarantors of such datethe Notes other than the Guarantor. (h) The Guarantee shall be effective upon the authentication of the Notes by the Trustee.

The Guarantee. (a) The Guarantors, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantee to each Purchaser and the Agent the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise, and at all times thereafter, of all Obligations, including, without limitation, all amounts owing by the Company to any Purchaser or the Agent under this Guaranty, the Pledge Agreement, the Purchase Agreement or any other Transaction Agreement, whether for principal or interest (including, without limitation, interest accruing before, during or after any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding, and, if interest ceases to accrue by operation of law by reason of any such proceeding, interest which otherwise would have accrued in the absence of such proceeding), and in each case whether or not recovery may be or hereafter may become barred by any statute of limitations, whether enforceable or unenforceable as against the Company, now or hereafter existing, or due or to become due (collectively, together with the Costs (as hereinafter defined), the "Guaranteed Obligations"). (b) Each Guarantor hereby jointly and severally guaranteesfurther agrees to pay, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, upon demand, all costs and expenses ("Costs"), including, without limitation, all court costs and reasonable attorneys' fees and expenses, paid or incurred by acceleration or otherwisethe Agent (a) 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 in endeavoring to collect all or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any part of the Guaranteed ObligationsObligations from, such or in prosecuting any action against, any Guarantor will promptly pay the same or (b) in cashendeavoring to realize upon (whether by judicial, without nonjudicial or other proceedings) any demand or notice whatsoever, and that in the case of collateral securing any extension of time of payment or renewal of any of the Guarantor's liabilities under this Guaranty. The term "Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of " as used herein shall include all such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateCosts.

The Guarantee. (a) [Reserved]. (b) Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (11)(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, 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 BorrowerOther Term Loans and Other Revolving Loans made by any lender thereof, and (iiiv) the Notes held by each Lender of the any Borrower and (22)(2) all other Obligations from time to time owing to the Secured Parties by any Loan Party or, in the Loan Parties case 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”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if any Borrower, Loan Party or, in the Borrower case of Specified Cash Management Agreements and Specified Swap Agreements, Restricted Subsidiary shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) 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 Borrowerto, and (iithe Note(s) the Notes held by each Lender of, each of the Borrower Parent and (2) the Company and all other Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by each of the Parent and the Company under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent 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 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 other document made, delivered or 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 enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Loan Parties Obligors to the Lenders 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”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower Parent or the Company shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision 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 in enforceability of the Credit Agreement, the Notes or any other Loan Document 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 contraryfullest extent permitted by applicable law, in 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 event intent of this Section 2.2 that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) the obligations of the Commodity Exchange ActSubsidiary 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 amended described above: at any time or from time to time, without notice to the Subsidiary Guarantors, the time (i) for any transaction is entered into under a Secured Swap Agreement performance of or (ii) such Guarantor becomes a Guarantor hereunder, compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of such Guarantor 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 not include (x) 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 case Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of clause (i) aboveany 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, such transaction 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 (y) in all notices whatsoever, and any requirement that the case of clause (ii) aboveAdministrative 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 transactions under Secured Swap Agreements as of such datethe Guaranteed Obligations.

The Guarantee. (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby agrees with the Lenders as follows: Each Guarantor hereby unconditionally and irrevocably, jointly and severally severally, guarantees, as a primary obligor and not merely as a surety, to each Secured Party surety the full and their respective successors and permitted assigns, the prompt payment in full when due (due, whether at stated upon maturity, by required prepayment, declaration, demand, by acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (1i) the principal any judgment, decree or order of and interest any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each Guarantor agrees that any interestsuch judgment, feesdecree, costs order, settlement or charges compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guarantee or any other instrument evidencing any liability of the Borrower, and each Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guarantee of payment and not of collection. (b) Anything contained in this Guarantee to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would accrue but for the provisions not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect (x) to the direct and indirect benefits received by such Subsidiary Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such right of contribution under Section 12.01(c)). (c) The Subsidiary Guarantors under this Guarantee together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other jurisdictionSubsidiary Guarantors in the amount of such other Subsidiary Guarantor's Fair Share Shortfall (as defined below) on as of such date, with the result that all such contributions will cause each Subsidiary Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Fair Share" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the Loans made ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Subsidiary Guarantors, multiplied by the Lenders to the Borrower, and (ii) the Notes held aggregate amount paid or distributed on or before such date by each Lender all Funding Guarantors under this Guarantee in respect of the Borrower and (2) all other Obligations from time obligations guarantied. "Fair Share Shortfall" means, with respect to time owing to a Subsidiary Guarantor as of any date of determination, the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees thatexcess, if the Borrower shall fail to pay in full in cash when due (whether at stated maturityany, by acceleration or otherwise) any of the Guaranteed ObligationsFair Share of such Subsidiary Guarantor over the Aggregate Payments of such Subsidiary Guarantor. "Adjusted Maximum Amount" means, such with respect to a Subsidiary Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case as of any extension date of time of payment or renewal of any determination, the maximum aggregate amount of the Guaranteed Obligationsobligations of such Subsidiary Guarantor under this Guarantee, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) determined as of such date in accordance with this Section 12.01; provided that, solely for purposes of calculating the terms "Adjusted Maximum Amount" with respect to any Subsidiary Guarantor for purposes of this Section 12.01(c), any assets or liabilities of such extension Subsidiary Guarantor arising by virtue of any rights to subrogation, reimbursement or renewalindemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Subsidiary Guarantor. Notwithstanding "Aggregate Payments" means, with respect to a Subsidiary Guarantor as of any provision hereof or in any other Loan Document date of determination, an amount equal to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement the aggregate amount of all payments and distributions made on or before such date by such Subsidiary Guarantor in respect of this Guarantee (including, without limitation, in respect of this Section 12.01(c)) minus (ii) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor becomes a from the other Subsidiary Guarantors as contributions under this Section 12.01(c). The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Subsidiary Guarantors of their obligations as set forth in this Section 12.01(c) shall not be construed in any way to limit the liability of any Subsidiary Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Lender and the Secured Party Representatives and their respective successors and permitted 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, fees, costs or charges that would accrue but for on 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 Drawings made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Lenders or the Secured Parties Party Representatives by the Loan Parties Borrower under this Agreement, the Note Purchase Agreement and Credit Agreement and by any Borrower Group Company under any of the other Financing Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “SG Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the SG Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contraryFor purposes hereof, in the event it is understood that any Guarantor SG Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is not an “eligible contract participant” party hereto as a Lender shall continue to constitute SG Guaranteed Obligations, notwithstanding that such term is defined in Section 1(a)(18Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of the Commodity Exchange Actits Commitments, as amended Drawings, and other interests herein) at the time (i) any transaction a claim is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations to be made in respect of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateSG Guaranteed Obligations.

The Guarantee. (a) Each Domestic Guarantor hereby jointly and severally guarantees, as a primary obligor with each other Domestic Guarantor unconditionally and not as a surety, to each Secured Party irrevocably guarantees the full and their respective successors and permitted assigns, the prompt punctual payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by upon acceleration or otherwise) of (1) the principal of and interest (including any intereston each Loan, fees, costs or charges that would accrue but for and the provisions full and punctual payment of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any all other jurisdiction) on (i) the Loans made Obligations. Upon failure by the Lenders to the Borrower, the European Borrower, any Guarantor or any Restricted Subsidiary to pay punctually any Obligations, each Domestic Guarantor shall forthwith on demand pay the amount not so paid at the place and (ii) in the Notes held manner specified in this Agreement or the other Loan Documents. This Guarantee is a guaranty of payment and not of collection. Neither the Lenders nor any other Person to whom such Obligations are owed shall be required to exhaust any right or remedy or take any action against the Borrower, the European Borrower, the Guarantors or any other Person or any Collateral. Each Domestic Guarantor agrees that, as between the Domestic Guarantors and the Lenders and any other Person to whom such Obligations are owed, such Obligations may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower or the European Borrower and that in the event of a declaration or attempted declaration, such Obligations shall immediately become due and payable by each Lender Domestic Guarantor for the purposes of the Borrower and this Guaranty. (2b) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Foreign Guarantor hereby jointly and severally agrees that, if with each other Foreign Guarantor unconditionally and irrevocably guarantees the Borrower shall fail to pay in full in cash and punctual payment when due (whether at stated maturity, by upon acceleration or otherwise) any of the Guaranteed principal of and interest on each European Loan, and the full and punctual payment of all other Obligations of the European Borrower and the other Foreign Guarantors. Upon failure by the European Borrower, any Foreign Guarantor or any Restricted Subsidiary that is a Foreign Subsidiary to pay punctually any such Obligations, such each Foreign Guarantor will promptly shall forthwith on demand pay the same amount not so paid at the place and in cashthe manner specified in this Agreement or the other Loan Documents. This Guarantee is a guaranty of payment and not of collection. Neither the Lenders nor any other Person to whom such Obligations are owed shall be required to exhaust any right or remedy or take any action against the European Borrower, without the Guarantors or any demand other Person or notice whatsoeverany Collateral. Each Foreign Guarantor agrees that, as between the Foreign Guarantors and the Lenders and any other Person to whom such Obligations are owed, such Obligations may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the European Borrower and that in the case event of any extension of time of payment a declaration or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) aboveattempted declaration, such transaction Obligations shall immediately become due and (y) in payable by each Foreign Guarantor for the case purposes of clause (ii) above, any transactions under Secured Swap Agreements as of such datethis Guaranty.

The Guarantee. Each Guarantor hereby (a) The Guarantors hereby, jointly and severally guaranteesseverally, guarantee to each Secured Party as hereinafter provided, as a primary obligor and not merely as a surety, to each Secured Party and their respective successors and permitted 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Secured Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further jointly and severally agrees that if any of the Guaranteed ObligationsSecured Obligations are not paid in full in cash when due (whether at stated maturity, such as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), each Guarantor will promptly pay the same in cashsame, 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 in cash 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. Notwithstanding . (b) Each Guarantor, and by its acceptance of this Guaranty, the Agents and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any provision hereof Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or in any other Loan Document similar foreign, federal or state law to the contraryextent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall under this Guaranty not include (x) in the case of clause (i) above, constituting a fraudulent transfer or conveyance under applicable law after giving full effect to such transaction and (y) in the case of clause (ii) above, Guarantor’s contribution rights but before taking into account any transactions under Secured Swap Agreements as liabilities of such dateGuarantor under any other guarantee of such Guarantor other than any other guarantee of any obligations that are secured on a pari passu basis with the Obligations.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) 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 Borrowerto, and (iithe Note(s) the Notes held by each Lender of, each of the Borrower Parent and (2) the Company and all other Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by each of the Parent and the Company under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent 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 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 other document made, delivered or 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 enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Loan Parties Obligors to the Lenders 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”; provided that Guaranteed Obligations shall exclude all ) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap ObligationsObligation of such Subsidiary Guarantor). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower Parent or the Company shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor hereby jointly and ------------- severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party and their respective successors and permitted assigns, Lender (a) the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal and interest payable on the Loan, (1b) the principal payment of all other Obligations (including, without limitation, indemnities, fees and interest (including any interestthereon and all Obligations which, fees, costs or charges that would accrue 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 or insolvency petition of its subsidiaries under the Bankruptcy Code Code, in accordance with and at the rate (including the Default Rate) specified in this Agreement whether or not the claim for such interest is allowed as a claim after such filing in any similar law of any other jurisdictionproceeding under the Bankruptcy Code) on (i) the Loans made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower now existing or hereafter incurred under, arising out of, or in connection with any of the Loan Documents, (c) the due performance and compliance by the Borrower with all of 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 (2e) all other Obligations from time to time owing to renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the Secured Parties by foregoing (all such principal, interest, obligations, indebtedness, performance, compliance and payments, collectively, the Loan Parties (such obligations being herein called the “"Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor hereby jointly and ---------------------- severally further agrees that, that if the Borrower shall fail to pay in full in cash when due (after giving effect to any cure periods) (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such datecollection.

The Guarantee. (a) Each Guarantor hereby absolutely, irrevocably and unconditionally, jointly and severally severally, guarantees, as a primary obligor and not merely as a surety, to each Secured Party the due and their respective successors and permitted assigns, the prompt punctual payment in full when due full, observance and performance of the Guaranteed Obligations (whether at on stated maturity, by required prepayment, declaration, demanddue dates, by acceleration or otherwise), the foregoing guarantee (in respect of payment obligations) constituting hereby a guarantee of payment and not of collection. (1b) the principal Each Guarantor hereby irrevocably waives (v) any right of subrogation, (w) notice of acceptance hereof, 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 jurisdictionaction taken or omitted in reliance hereon, (x) on (i) the Loans made by the Lenders to presentment for payment, observance or performance upon the Borrower, demand of payment, observance or performance from the Borrower, protest or notice to the Borrower of failure to pay, observe or perform or notice to any Guarantor of any default in the payment, #4894-4211-3411v5 observance or performance by the Borrower of any Guaranteed Obligations, except as otherwise expressly stated herein, (y) any requirement of diligence or promptness on the part of the Security Trustee or the Lender in making demand, commencing suit or exercising any other right or remedy under any of the Transaction Documents and (iiz) any right to require the Notes held Security Trustee or the Lender to exercise any right or remedy against the Borrower or any other person or entity prior to enforcing any right of the Security Trustee or the Lender against the Guarantors hereunder. (c) The obligations of each Guarantor hereunder shall be absolute, unconditional and continuing under any and all circumstances and shall be performed by each Lender Guarantor regardless of (a) whether the Borrower, the Guarantors, the Lender, the Agent or the Security Trustee shall have taken or failed to take any steps to collect or enforce any obligation or liability from the Borrower, or shall have otherwise exercised or failed to exercise any rights, powers or remedies under any of the Transaction Documents against the Borrower and shall in no way be affected or impaired by (2) all other Obligations from time to time owing and no notice to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations Guarantors shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay be required in full in cash when due (whether at stated maturity, by acceleration or otherwiserespect of) any of the Guaranteed Obligationscompromise, such Guarantor will promptly pay the same waiver, settlement, release, extension, change in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal modification of any of the Guaranteed Obligations, (b) the same will disaffirmance or rejection or purported disaffirmance or purported rejection of any of the Transaction Documents in any insolvency, bankruptcy or reorganization proceedings relating to the Borrower, (c) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any of the Transaction Documents or any of the Security Trustee’s, the Agent’s or the Lender’s rights, powers or remedies thereunder as against the Borrower or which might cause or permit to be promptly paid invoked any alteration in full in cash when due the time, amount, manner of payment or performance of any of the obligations and liabilities of the Borrower, (whether at extended maturity, by acceleration or otherwised) in accordance any failure of the Borrower to comply with the terms requirements of such extension any federal, state or renewal. Notwithstanding local law, regulation or order of any provision hereof political subdivision or in agency thereof, (e) the occurrence or continuance of any Default or Event of Default, (f) the merger or consolidation of the Borrower into or with any corporation or other entity or the sale by the Borrower of all or any part of its assets, (g) whether the Security Trustee, the Agent or the Lender shall have taken or failed to take any steps to mitigate damages, (h) any other Loan Document circumstance which might otherwise constitute a defense available to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) or a discharge of the Commodity Exchange ActBorrower in respect of its obligations or liabilities under any of the Transaction Documents, as amended at the time or (i) any transaction other act or omission to act by the Security Trustee or any other person or entity or any other circumstances whatsoever (with or without notice to or the knowledge of the Guarantors), whether similar or dissimilar to the foregoing, which may or might in any manner or to any extent vary the risk of the Guarantors, or otherwise constitute a legal or equitable discharge of a surety or the Guarantors; it being the purpose and intent of the Guarantors and the Security Trustee that this Agreement and the obligations and liabilities of the Guarantors hereunder shall be absolute, unconditional and continuing under any and all circumstances and shall not be discharged except by payment, observance and performance in full of all the Guaranteed Obligations. (d) Each Guarantor agrees to pay all costs and expenses (including, without limitation, attorneys’ reasonable fees and expenses) incurred in connection with the enforcement of the obligations of the Borrower and in connection with the enforcement of the obligations of the Guarantors under this Agreement. (e) If any payment of any Guaranteed Obligations is entered into under a Secured Swap Agreement rescinded or (ii) such Guarantor becomes a Guarantor hereundermust otherwise be returned by the Security Trustee, the Guaranteed Obligations Agent or the Lender as a result of any law or an order issued in a bankruptcy or insolvency proceeding relating to the Borrower or otherwise, the amount so repaid shall not be deemed to have been paid and shall be deemed to be outstanding and the guarantee of the Guarantors hereunder in respect of such Guarantor payment shall not include (x) be reinstated and shall remain in the case of clause (i) above, such transaction full force and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.effect. #4894-4211-3411v5

The Guarantee. Each Person who may from time to time become a Guarantor hereunder, hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and their the Agent and its respective successors and permitted 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 including, without limitation, all interest that accrues after the commencement of any interestcase, feesproceeding or other action relating to bankruptcy, costs insolvency or charges that would accrue but for the provisions reorganization of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code Hawk or any similar law of any other jurisdictionits Subsidiaries) on (i) the Loans made by the Lenders to the BorrowerBorrowers, all fees and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing from the Borrowers to the Secured Parties Lenders hereunder, all other Obligations of the Borrower and each of their Subsidiaries under the Facility Documents and all costs and expenses incurred by the Loan Parties Agent or the Lenders in the protection or enforcement of any right or remedies under the guarantee provided in this ARTICLE 10 (such obligations being herein collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"GUARANTEED OBLIGATIONS"). Each Guarantor hereby jointly further agrees that if any Obligations shall be due and severally agrees that, if the Borrower shall fail to pay in full in cash when due payable (whether at stated maturity, by acceleration or otherwise) on any of the Guaranteed Obligations, such Guarantor will shall promptly pay the same in cashupon demand therefor by the Agent or the Lenders, without any further 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding This guarantee is a guarantee of payment and not collection and each Guarantor hereby waives, to the extent permitted by law, any provision hereof right to require that any action in respect of any Guaranteed Obligations be brought against any Borrower or in any other Loan Document Person or that resort be had to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement direct or (ii) such Guarantor becomes a Guarantor hereunder, indirect security for the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, or any transactions under Secured Swap Agreements as of such dateother remedy.

The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, (a) Subject to each Secured Party and their respective successors and permitted 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 Section 9.03, the Bankruptcy Code after any bankruptcy provisions of this Section 9.02 shall be applicable at all times when the REIT is required to guarantee the Notes in accordance with the provisions of Section 9.01. (b) The REIT hereby irrevocably and unconditionally guarantees (the “Guarantee”) to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the obligations of the Company under this Indenture or insolvency petition under the Bankruptcy Code Notes or any similar law restrictions of any other jurisdiction) kind on the Company’s performance of its obligations under this Indenture or the Notes, and waiving all rights of objection and defense arising from the Notes, that: (i) the Loans made by the Lenders to the Borrowerprincipal of, and interest on, the Notes will be punctually paid in full when due, whether on the Maturity Date or Interest Payment Date, by acceleration, call for redemption, repurchase at the option of Holders or otherwise; (ii) all other obligations of the Company to the Holders (including without limitation the delivery of amounts due upon exchange in accordance with the provisions of Article 14) or the Trustee under this Indenture or the Notes held by each Lender will be promptly paid or delivered in full, as the case may be, all in accordance with the terms of this Indenture and the Borrower Notes; and (2iii) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Notes or any of the Guaranteed Obligationssuch other obligations thereunder, the same they will be promptly paid or delivered in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such the extension or renewal, whether on the Maturity Date or any Interest Payment Date, by acceleration, call for redemption, repurchase at the option of holders, upon exchange or otherwise. Notwithstanding Failing payment when due of any provision hereof amount so guaranteed for whatever reason, the REIT shall be obligated to pay the same before failure so to pay becomes an Event of Default with respect to Notes. If the Company defaults in the payment of the principal of, interest on or amounts due upon exchange with respect to, the Notes when and as the same shall become due, whether on the Maturity Date, any Interest Payment Date, by acceleration, upon exchange, call for redemption, or otherwise, without the necessity of action by the Trustee or any Holder, the REIT shall be required to promptly make such payment in full. (c) The REIT agrees that its obligations with regard to this Guarantee shall be as principal and not merely as surety and shall be full, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against the Company, any action to enforce the same or any other Loan Document to the contrarycircumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. The REIT hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of insolvency or bankruptcy of the Commodity Exchange ActCompany, any right to require a proceeding first against the Company or right to require the prior disposition of the assets of the Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of all obligations contained in the Notes and this Indenture. The Guarantee is a guaranty of payment and not of collection. The obligations of the REIT under this Guarantee will constitute direct, unsecured and unsubordinated obligations of the REIT and the REIT undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and unsubordinated obligations of the REIT, save for such obligations as may be mandatorily preferred by law. (d) The Guarantee shall continue in full force and effect by way of continuing security until all principal, interest, if any, and amounts due on exchange have been paid or delivered in full and all other actual or contingent obligations of the Company in relation to the Notes or under the Indenture have been satisfied in full. Notwithstanding the foregoing, if any payment received by any Holder is, on the subsequent bankruptcy or insolvency of the Company, avoided under any applicable laws, including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of the REIT and the Guarantee will continue to apply as if such payment had at all times remained owing by the Company. (e) If any Holder of Notes or the Trustee is required by any court or otherwise to return to any of the Company or the REIT, or any custodian, trustee, or similar official acting in relation to any of the Company or the REIT, any amount paid by any of the Company or the REIT to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The REIT agrees that it will not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all obligations under the Notes. The REIT further agrees that, as amended at between it, on the time one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the Guarantee, notwithstanding any transaction is entered into under a Secured Swap Agreement stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations so guaranteed, and (ii) in the event of any acceleration of those obligations as provided in Section 6.02, those obligations (whether or not due and payable) will forthwith become due and payable by the REIT with respect to Notes for purposes of the Guarantee. (f) The REIT and by its acceptance of a Note issued hereunder each Holder hereby confirms that it is the intention of all such Guarantor becomes parties that the Guarantee by the REIT set forth in this Section 9.02 not constitute a Guarantor hereunderfraudulent transfer or conveyance for purpose of any Bankruptcy Law, the Guaranteed Obligations Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and the REIT hereby irrevocably agree that the obligations of the REIT under the Guarantee set forth in this Section 9.02 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of REIT, result in the obligations of the REIT not constituting such a fraudulent transfer or conveyance. (g) It is the intention of the parties that the obligations of the REIT shall be in, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the REIT by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the REIT was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the REIT under the Guarantee shall be reduced by such court if and to the extent such reduction would result in the avoidance of such Guarantor annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall not include (x) be made in the case smallest amount as is strictly necessary to reach such result. For purposes of clause this paragraph, “fair consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably small capital” and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (ih) If the obligations of the REIT are reduced pursuant to Section 9.02(f) or 9.02(g) above, such transaction and (y) reduction shall be applied proportionately with respect to all Notes guaranteed under this Section 9.02, in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as respective outstanding principal amount of such dateNotes so guaranteed and being then due upon the acceleration of the payment of such Notes.

The Guarantee. Each 12.1 The Guarantor hereby jointly irrevocably and severally guaranteesunconditionally guarantees to the Buyer the full and due performance and observance by B.V. of all its obligations under or arising pursuant to this Agreement and all agreements entered into by B.V. pursuant hereto and the due payment and discharge of all sums of money and liabilities which now are or at any time shall be due, as a primary obligor owing or incurred or payable and unpaid by B.V. pursuant to all such agreements, and the Guarantor further and irrevocably and unconditionally undertakes to the Buyer that if B.V. fails to perform its obligations and satisfy fully and completely its liabilities hereunder or thereunder the Guarantor shall indemnify the Buyer from and against and on demand pay to the Buyer all losses, damages, expenses and costs which it may suffer or incur by reason of such failure on the part of B.V. provided that the Guarantor's liability pursuant to this Guarantee shall not as a surety, exceed the liability of B.V. pursuant to each Secured Party and their respective successors and permitted 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 section 7.4(c). 12.2 The Guarantor agrees that it shall not be released from this guarantee by the Bankruptcy Code after granting by the Buyer of any bankruptcy time or insolvency petition under other indulgence, or by the Bankruptcy Code or any similar law taking by the Buyer of any other jurisdiction) on (i) the Loans made by the Lenders to the Borrowersecurity, and (ii) the Notes held by each Lender in respect of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any liabilities of the Guaranteed ObligationsGuarantor pursuant to this Agreement, such Guarantor will promptly pay the same in cash, without or by any demand termination or notice whatsoever, and that in the case of any extension of time of payment or renewal variation of any of the Guaranteed Obligationsprovisions of this Article XII or of any such other security or the release of any such other security, and that the same will Guarantor's liability under this clause shall not be promptly paid affected by any failure, delay or forbearance on the part of the Buyer in full enforcing any such security or any of its rights against the Guarantor. 12.3 The provisions of this clause shall remain in cash when due (whether at extended maturityforce notwithstanding any intermediate settlement of account or payment or any change in the constitution or control of, or any insolvency or bankruptcy, winding-up or analogous proceedings relating to the Guarantor or B.V.. 12.4 The Guarantor agrees that all sums which may not otherwise be recoverable from B.V. by acceleration reason of any legal limitation, disability or otherwise) in accordance with the terms incapacity on or of such extension B.V. or renewal. Notwithstanding any provision hereof or in any other Loan Document person or of any other circumstances whether known to the contraryBuyer or not, in shall nevertheless be recoverable from the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement sole or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateprincipal debtor.

The Guarantee. Each Guarantor The Guarantors hereby jointly and severally guaranteesguarantee, as a primary obligor and not as a surety, surety to each Secured Credit Party and their respective successors and permitted 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 after the commencement of a 1066931.03C-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.04-CHISR02A - MSW case under Title 11 of the United States Code or any other Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of the United States Code (or any other Debtor Relief Law) but for the provisions of the Bankruptcy Title 11 of the United States Code (or other Debtor Relief Law) or that accrues after the commencement of a case under Title 11 of the United States Code or any other Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of the Bankruptcy United States Code (or any similar law of any other jurisdictionDebtor Relief Law), whether or not allowed) on (i) the Loans made by the Lenders to the Borrowerto, and (ii) the Notes held by each Lender of of, the Borrower Borrower, and (2) all other Obligations from time to time owing to the Secured Credit Parties by any Loan Party under any Loan Document, and the Loan Parties performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals), shall execute a Guarantee governed by the applicable law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this Article VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agrees that, agree that if the Borrower or other Guarantor shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Guarantors will promptly pay the same in cash, without any demand or notice whatsoeverwhatsoever as if it was the principal obligor, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any provision hereof (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other Loan Document indebtedness; making facilities available to the contrary, in the event that new borrowers; any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) other variation or extension of the Commodity Exchange Actpurposes for which any such facility or amount might be made available from time to time; and any fees, as amended at costs and/or expenses associated with any of the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateforegoing.

The Guarantee. Each Guarantor (a) The Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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, 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 Borrowerto, and (ii) the Notes held by each Lender of of, the Borrower Borrowers and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Loan Parties Borrowers under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of the Parent 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 “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"GENERAL GUARANTEED OBLIGATIONS"). Each Guarantor The Guarantors hereby further jointly and severally agrees that, agree that if the any Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the General Guaranteed Obligations, such Guarantor the Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof 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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange Actprincipal of and interest on the Loans made by such Lenders to, as amended 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 the time (istated maturity, by acceleration or otherwise) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderof the Joint Obligations, the Guaranteed Obligations of such Guarantor shall not include (x) other Revolving Credit Borrowers will promptly pay the same, without any demand or notice whatsoever, and that in the case of clause any extension of time of payment or renewal of any of the Joint Obligations, the same will be promptly paid in full when due (i) abovewhether at extended maturity, such transaction and (yby acceleration or otherwise) in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as terms of such date.extension or renewal. Credit Agreement ---------------- 106

The Guarantee. (a) Each Guarantor hereby unconditionally and irrevocably, and jointly and severally guaranteesseverally, as a primary obligor and not as a surety, guarantees to each Secured Party and their respective successors and permitted assignsthe Lenders, the Issuing Bank and the Agent, and any transferee, in whole or in part, of the Obligations or this Guaranty (collectively, the "Guaranteed Parties" and each, individually, a "Guaranteed Party"), the full and prompt payment in full when due (whether at stated maturityand performance of all the Obligations and all costs, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of charges and interest expenses (including any interest, reasonable attorneys' fees, costs ) incurred or charges that would accrue but for sustained by such Guaranteed Party in enforcing the provisions obligations of the Bankruptcy Code after Guarantors hereunder. If 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 Borrower, and (ii) the Notes held by each Lender portion of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees thatis not paid when due, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) , each Guarantor unconditionally and irrevocably, and jointly and severally, hereby agrees to and will pay same when due, without resort by the Guaranteed Parties to any other person or party. The obligation of each Guarantor to the Guaranteed Parties hereunder is primary, absolute, unconditional, joint and several, except as may be specifically set forth herein. Each Guarantor hereby acknowledges that this Guaranty is a guaranty of payment and not of collection and that the liability of each Guarantor under this Guaranty shall be immediate and primary and shall not be contingent upon the exercise or enforcement by the Guaranteed Parties, or any of them, of any remedies the Guaranteed Parties may have against the Borrower or any other person or the enforcement of any lien or realization of any collateral any Guaranteed Party may at any time possess for any of the Obligations. The Guarantors' obligations hereunder are secured by various Security Instruments referred to in the Credit Agreement, including without limitation the Second Amended and Restated Guarantor Stock Pledge and Security Agreement, the Intercompany Note Pledge Agreement, the Guarantor Security Agreement, and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which any Guarantor shall grant or convey to the Collateral Agent for the benefit of the Agent, the Lenders, the Issuing Bank and the holders of the Senior Notes a Lien in, or pursuant to which any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations or any other obligation under any Loan Document, as any of them may be amended, modified or supplemented from time to time. (b) It is the intention of the Guarantors and the Guaranteed ObligationsParties that each Guarantor's obligations hereunder shall be in, but not in excess of, the maximum amount (the "Maximum Guaranty Liability") permitted by applicable federal bankruptcy, state insolvency, fraudulent conveyance or transfer or similar laws ("Applicable Law"). To that end, but only to the extent such obligations would otherwise be subject to avoidance under Applicable Law if any Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, such Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render such Guarantor will promptly insolvent, or leave such Guarantor with an unreasonably small capital to conduct its business, or cause such Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the same time such obligations are deemed to have been incurred under Applicable Law. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in cash, without any demand or notice whatsoever, and that in accordance with Applicable Law. This section is intended solely to preserve the case of any extension of time of payment or renewal of any rights of the Guaranteed Parties hereunder to the maximum extent permitted by Applicable Law, and none of the Guarantors nor any other Persons shall have any right or claim under this section that would not otherwise be available under Applicable Law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Guaranty Liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Guaranteed Parties hereunder. (c) If and to the extent that any Guarantor shall, under this Guaranty make a payment (a "Guarantor Payment") of all or any portion of the Obligations, then such Guarantor shall be entitled to contribution and indemnification from, and shall be reimbursed by, each of the other Guarantors (collectively the "Contributing Guarantors") in an amount, for each such Contributing Guarantor, equal to a fraction of such Guarantor Payment, the numerator of which fraction is such Contributing Guarantor's Allocable Amount of such Guarantor Payment and the denominator of which is the sum of all of the Allocable Amounts of such Guarantor Payment of all of the Contributing Guarantors. As of any date of determination thereof and with respect to any Guarantor Payment, the "Allocable Amount" of each Contributing Guarantor shall be equal to the maximum amount of liability which could be asserted against such Contributing Guarantor under this Guaranty with respect to such Guarantor Payment without (i) rendering such Contributing Guarantor insolvent, (ii) leaving such Contributing Guarantor with unreasonably small capital to conduct its business, or (iii) causing such Contributing Guarantor to have incurred debts beyond its ability to pay such debts as they mature. As used in this Section 1.01(c), the terms "insolvent" and "unreasonably small capital" shall be determined in accordance with Applicable Laws. This Section 1.01(c) is intended only to define the relative rights and obligations of the Guarantors with respect to any and all Guarantor Payments, and nothing set forth in this Section 1.01(c) is intended to or shall otherwise modify, affect or impair the obligations of the Guarantors, jointly and severally, to pay any or all of the Obligations as and when the same will be promptly paid in full in cash when shall become due (whether at extended maturity, by acceleration or otherwise) and payable in accordance with the terms of this Guaranty. Each of the Guarantors hereby acknowledges that the rights of contribution and indemnification hereunder shall constitute assets in favor of each Guarantor to which such extension contribution and indemnification is owing hereunder. The agreements contained in this Section 1.01(c) shall continue in full force and effect and may not be terminated or renewal. Notwithstanding otherwise revoked by any provision hereof Guarantor until all of the Obligations have been indefeasibly paid in full, all Commitments have terminated or in any expired, all Letters of Credit have been returned for cancellation, and the Credit Agreement and the other Loan Document to Documents shall have been terminated in accordance with the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateterms thereof.

The Guarantee. Each Guarantor (a) At such time as RIH shall become a party to this Agreement, RIH hereby jointly and severally guarantees, guarantees as a primary obligor and not as a surety, surety to each Secured Party Creditor and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepaymentacceleration or otherwise) of the principal of and interest (including any interest, declarationfees, demandcosts 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 (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 jurisdictionCode) on (i) the Loans made by the Lenders to the Borrowerto, and (ii) the Notes held by each Lender of the Borrower of, Borrower, and (2) all other Obligations from time to time owing to the Secured Parties Creditors by any Credit Party under any Credit Document or Swap Contract entered into with a Lender or an Affiliate of a Lender and relating to the Loan Parties 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 Contest to be secured (such obligations being herein collectively called the “"Selected Guaranteed Obligations”"; provided that and together with the RIH Guaranteed Obligations shall exclude all Excluded Swap Obligations, the "Guaranteed Obligations"). Each Guarantor The Guarantors (other than RIH) hereby jointly and severally agrees that, agree that if the Borrower or other Guarantor(s) shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor (a) The Terra Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender, each Issuing Bank and the Agent and their respective successors and permitted 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, fees, costs or charges that would accrue but for on 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 Terra Advances made by the Lenders to the Borrowerto, and (ii) the Notes held by each Lender of of, the Borrower Company and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders, each Issuing Bank or the Agent by the Company under this Agreement and under the Notes and by any Terra Obligor under any of the other Loan Parties Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Terra Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Terra Guarantors hereby further jointly and severally agrees that, agree that if the Borrower Company shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Terra Guaranteed Obligations, such Guarantor the Terra Guarantors will promptly pay the same in cashsame, 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 cash 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. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Credit Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.----------------

The Guarantee. Each (a) The Guarantor hereby jointly guarantees to the Bank the due and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt punctual 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 on the Loans and any other payment obligations of the Borrower under this Agreement or the Note (including the "Guaranteed Obligations") when and as the same shall become due and payable, whether at maturity, upon declaration or otherwise, according to the terms thereof. Upon the occurrence of an Event of Default under this Agreement, the Guarantor shall on behalf of the Borrower upon demand by the Bank punctually make any interestpayment due and payable by the Borrower under this Agreement or the Note, feeswhether at maturity, costs upon declaration or charges that would accrue but otherwise; and any such payment shall be treated for the provisions purposes of this Agreement and 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 Note as if such payment were made by the Lenders Borrower. (b) The Guarantor hereby agrees that its obligations under this Section 3 shall be irrevocable and unconditional and that the Guarantor shall not have the right to assert any defenses based upon the validity, regularity or enforceability of this Agreement or the Note, the absence of any attempt to collect from the Borrower or other action to enforce the same, the waiver or consent by the Bank with respect to any provisions thereof or hereof (other than with respect to this Section 3), or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. (c) With respect to its obligations under this Section 3, the Guarantor waives filing of claims with a court, trustee or receiver in the event of receivership or bankruptcy of the Borrower, diligence, presentment, demand of payment, protest or notice with respect to Guaranteed Obligations and all demands whatsoever (other than that provided for in subsection (a) above), and covenants that this Guarantee is a continuing guarantee and will not be discharged except by complete performance of the Guaranteed Obligations of the Borrower and the obligations of the Guarantor under this Guarantee. (d) To the extent of any payment by the Guarantor to the Bank under this Section 3, the Guarantor shall succeed to all corresponding claims that the Bank may have and otherwise be subrogated to the rights of the Bank against the Borrower or any other person or security in connection with the Loans to the Borrower, and the Bank shall use reasonable efforts to cooperate with the Guarantor in seeking recovery under such claims. (iie) The Guarantor's obligations under this Section 3 constitute a guarantee of payment and not of collection merely and shall remain in full force and effect until the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly have been paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalthis Agreement and the Note. Notwithstanding If at any provision hereof or in time any other Loan Document to the contrary, in the event that payment of any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be reinstated at such time as though such payment had not been made. (f) If demand for, or acceleration of the time for, payment by the Borrower to the Bank of any Guaranteed Obligations is stayed upon the insolvency, bankruptcy, reorganization or proposed compromise or arrangement with creditors of the Borrower, all such Guaranteed Obligations of which payment or performance is stayed that would otherwise be subject to demand for payment or acceleration shall nonetheless be payable by the Guarantor shall not include (x) in under this Section 3 immediately on demand by the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateBank.

The Guarantee. Each Guarantor (a) The REIT hereby jointly irrevocably, fully and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees (the “Guarantee”) to each Secured Party Holder of a Note and their respective to the Trustee and its successors and permitted 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 irrespective of the Bankruptcy Code after any bankruptcy validity and enforceability of this Indenture, the Notes, the obligations of the Company under this Indenture or insolvency petition under the Bankruptcy Code Notes or any similar law restrictions of any other jurisdiction) kind on the Company’s performance of its obligations under this Indenture or the Notes, and waiving all rights of objection and defense arising from the Notes, that: (i) the Loans made by the Lenders to the Borrowerprincipal of, and interest on, the Notes will be punctually paid in full when due, whether on the Maturity Date or Interest Payment Date, by acceleration, call for redemption, repurchase at the option of Holders or otherwise; (ii) all other obligations of the Company to the Holders (including without limitation the delivery of amounts due upon exchange in accordance with the provisions of Article 14) or the Trustee (in any of its capacities hereunder and including but not limited to the indemnities set forth in Section 7.06) under this Indenture or the Notes held by each Lender will be promptly paid or delivered in full, as the case may be, all in accordance with the terms of this Indenture and the Borrower Notes; and (2iii) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Notes or any of the Guaranteed Obligationssuch other obligations thereunder, the same they will be promptly paid or delivered in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such the extension or renewal, whether on the Maturity Date or any Interest Payment Date, by acceleration, call for redemption, repurchase at the option of holders, upon exchange or otherwise. Notwithstanding Failing payment when due of any provision hereof or in any other Loan Document amount so guaranteed for whatever reason, the REIT shall be obligated to pay the contrary, same before failure so to pay becomes an Event of Default with respect to Notes. If the Company defaults in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) payment of the Commodity Exchange Actprincipal of, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement interest on or (ii) such Guarantor becomes a Guarantor hereunderamounts due upon exchange with respect to, the Guaranteed Obligations of such Guarantor Notes when and as the same shall not include (x) in become due, whether on the case of clause (i) above, such transaction and (y) in the case of clause (ii) aboveMaturity Date, any transactions under Secured Swap Agreements as Interest Payment Date, by acceleration, upon exchange, call for redemption, or otherwise, without the necessity of action by the Trustee or any Holder, the REIT shall be required to promptly make such datepayment in full.

The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) Thomson hereby unconditionally and irrevocably guarantees to the principal Non-Canadian Administrative Agent, the Canadian Administrative Agent and the Lenders, the due and unconditional payment, performance and discharge by each Non-Canadian Borrower of and interest (including any interestall the obligations, feesdirect or indirect, costs absolute or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition contingent, expressed to be binding upon it under the Bankruptcy Code or any similar law of any other jurisdiction) on Credit Agreement (i) the Loans made by the Lenders hereinafter referred to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called as the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that) and, without limitation, Thomson shall, if the and whenever at any time and from time to time a Non-Canadian Borrower shall fail to pay pay, perform or discharge the Guaranteed Obligations, forthwith upon written demand by the Non-Canadian Administrative Agent, pay, perform and discharge such Guaranteed Obligations as if Thomson instead of the Non-Canadian Borrower were expressed to be the Obligor under the Credit Agreement. (2) Notwithstanding any of the other provisions of this Guarantee, the amount for which Thomson may become liable hereunder in full in cash when due (whether at stated maturityrespect of any failure by any Non-Canadian Borrower to pay, by acceleration perform or otherwise) discharge any of the Guaranteed Obligations, such Guarantor will promptly pay Obligations shall not in any event exceed the same in cash, without amount for which the Non-Canadian Borrower would be liable under the Credit Agreement except for any demand or notice whatsoever, additional amounts payable by Thomson pursuant to Sections 2(4) and that 9 hereof. Except in the case of any extension the bankruptcy of time of payment or renewal Thomson, performance by Thomson of any obligation of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) Non-Canadian Borrower under and in accordance with the terms provisions of the Credit Agreement shall be deemed to be performance by the Non-Canadian Borrower of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document obligation. (3) Without prejudice to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) rights of the Commodity Exchange ActNon-Canadian Administrative Agent, the Canadian Administrative Agent or the Lenders against any Non-Canadian Borrower as principal debtor, Thomson shall, as amended at between the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderNon-Canadian Administrative Agent, the Canadian Administrative Agent, the Lenders and itself, be liable as if it were principal debtor in respect of the Guaranteed Obligations of such Guarantor Non-Canadian Borrower and not merely as surety and, accordingly, Thomson shall not include be fully liable irrespective of the validity, regularity or enforceability against such Non-Canadian Borrower of the Guaranteed Obligations and irrespective of the bankruptcy, insolvency, winding up, liquidation or reorganisation of such Non-Canadian Borrower or of the taking of any action for any of the foregoing or such Non-Canadian Borrower losing its separate corporate identity or any other fact or circumstances which would or might otherwise constitute a legal or equitable discharge of or defense to a guarantor or surety. (x4) Thomson shall indemnify and save the Non-Canadian Administrative Agent, the Canadian Administrative Agent and each Lender harmless from and against all claims, demands, losses and damages whatsoever, and reasonable costs and expenses, which the Non-Canadian Administrative Agent, the Canadian Administrative Agent or any Lender may suffer or incur or which may be made against them arising out of or in the case of clause connection with (i) aboveany failure of a Non-Canadian Borrower duly to pay, such transaction and (y) in perform or discharge any of the case of clause Guaranteed Obligations or (ii) aboveas a result of the obligation of a Non-Canadian Borrower under or pursuant to the Credit Agreement or the other Loan Documents being or becoming void, voidable, unenforceable or ineffective against the relevant Non-Canadian Borrower for any transactions under Secured Swap Agreements as of such datereason whatsoever.

The Guarantee. Each Guarantor hereby agrees that, subject to Section 9.12, it is jointly and severally guaranteesliable for, and, as a primary obligor and not merely as a surety, absolutely and unconditionally guarantees to each Secured Credit Party and their respective successors and permitted 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, 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 Borrowereach Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Secured Credit Parties by each Borrower under this Agreement or under any of the other Loan Parties Documents, any Letter of Credit, any Specified Swap or Banking Services Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Credit Parties, in each case strictly in accordance with the terms thereof) (such obligations being herein collectively called the “Guaranteed Obligations”; provided that that, for purposes of determining any Guaranteed Obligations of any Guarantor under this Agreement, the definition of “Guaranteed Obligations” shall exclude all not create any guarantee by any Guarantor of any Excluded Swap ObligationsObligations of such Guarantor). Each Guarantor hereby jointly and severally further agrees that, if the any Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guaranteesirrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, as a primary obligor this Supplemental Indenture and not as a suretythe Notes, and guarantees to each Secured Party Holder of a Note authenticated and their respective successors delivered by the Trustee, and permitted assignsto the Trustee for itself and on behalf of such Holder, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including any interest, fees, costs or charges the amount that would accrue become due but for the provisions operation of the automatic stay under Section 362(a) of the Bankruptcy Code after Law), together with interest on the overdue principal, if any, and interest on 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 overdue interest, to the Borrowerextent lawful, and (ii) the Notes held by each Lender all other obligations of the Borrower Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full in cash 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 (the “Guarantee”). Notwithstanding The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any provision action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or in thereof, any release of any other Loan Document guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the contraryextent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, 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 Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange ActHolders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, as amended at to collect interest on the time (i) Notes, or to enforce or exercise any transaction is entered into under a Secured Swap Agreement other right or (ii) such Guarantor becomes a Guarantor hereunderremedy with respect to the Notes, the Guaranteed Obligations of such Guarantor shall not include (x) pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the case of clause (i) above, Issuer or such transaction and (y) in the case of clause (ii) aboveGuarantor, any transactions under Secured Swap Agreements as amount paid by any of them to the Trustee or such date.Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and

The Guarantee. Each Guarantor hereby (a) The Guarantors hereby, jointly and severally guaranteesseverally, guarantee to each Secured Party as hereinafter provided, as a primary obligor and not merely as a surety, to each Secured Party and their respective successors and permitted 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Secured Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further jointly and severally agrees that if any of the Guaranteed ObligationsSecured Obligations are not paid in full in cash when due (whether at stated maturity, such as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), each Guarantor will promptly pay the same in cashsame, 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 in cash 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. Notwithstanding . (b) Each Guarantor, and by its acceptance of this Guaranty, the Agents and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any provision hereof debtor relief law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or in any other Loan Document similar foreign, federal or state law to the contraryextent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall under this Guaranty not include (x) in the case of clause (i) above, constituting a fraudulent transfer or conveyance under applicable law after giving full effect to such transaction and (y) in the case of clause (ii) above, Guarantor’s contribution rights but before taking into account any transactions under Secured Swap Agreements as liabilities of such dateGuarantor under any other guarantee of such Guarantor other than any other guarantee of any obligations that are secured on a pari passu basis with the Obligations.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly ------------- and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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, 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 (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the other Loan Parties Documents, and all obligations of the Borrower to any Lender (or any affiliate of any Lender) in respect of any Hedging 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”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Subsidiary ---------------------- Guarantors hereby further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contraryFor purposes hereof, in the event it is understood that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (ior an affiliate thereof) any transaction is entered into under a Secured Swap "Lender" party to this Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the 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 Guarantor shall not include (x) in the case of clause (i) aboveGuaranteed Obligations, such transaction and Person (yor its affiliate) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateis no longer a "Lender" party to this Agreement.

The Guarantee. Each Guarantor hereby jointly absolutely, unconditionally, and severally irrevocably guarantees, as a primary obligor : (a) the due and not as a surety, to each Secured Party and their respective successors and permitted 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 obligations 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations Issuer from time to time owing to in respect of the Secured Parties Contingent Make-Whole Payment, the Put Price of any Put Notes, any Default Amount, the Expenses and Indemnities when and as due, whether at maturity, by acceleration, upon one or more dates set for payment or otherwise; (b) the due and prompt payment in full when due of the Redemption Price upon the exercise by the Loan Parties Issuer of its rights under Section 8.3; (c) the due and prompt payment and performance in full of the obligations of the other Note Parties’ relating to, arising from or caused by, or an account of (X) a breach by such other Note Party of any Operative Document (but only if any of those Specified Event(s) of Default set forth in Section 10.1(a), 10.1(b), 10.1(c), 10.1(d) or 10.1(g) occurs with respect to such matters), (Y) any diversion or application of Counterparty Payments in violation of the Operative Documents or the incurrence or existence of any Liens (other than Permitted Encumbrances) on the Collateral, and (Z) any willful misconduct or fraudulent conduct in the issuance and sale of the Notes (all such obligations in clauses (a) through (c), whether now or hereafter existing, being herein called referred to as the “Guaranteed Obligations”); provided that Guaranteed Obligations shall exclude all Excluded Swap Obligationsupon (A) a Change of Control, (B) the conveyance by the Issuer of any Collateral (other than the grant of any Permitted Encumbrance under clause (vi) of the definition thereof). Each Guarantor hereby jointly and severally agrees that, if (C) the Borrower shall fail encumbrance by the Issuer of any Collateral in violation of the terms of this Agreement, (D) a Voluntary Bankruptcy or Involuntary Bankruptcy of the Parent or the Issuer (except to the extent arising out of a failure to pay in full in cash when due any Limited Recourse Obligations on the Final Legal Maturity Date), (whether at stated maturity, by acceleration or otherwiseE) any of Note Party contests or opposes any motion by Collateral Agent or the Guaranteed ObligationsNoteholders for bankruptcy stay or other relief, such Guarantor will promptly pay (F) the same in cash, without any demand or notice whatsoever, occurrence and that in during the case of any extension of time of payment or renewal continuance of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwisethose Specified Event(s) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined Default set forth in Section 1(a)(1810.1(a), 10.1(c), 10.1(d), 10.1(e) of the Commodity Exchange Actor 10.1(g), as amended at the time or (iG) any transaction is entered into under Note Party initiates action to contest Collateral Agent’s or the Noteholders’ exercise of remedies after the occurrence and during the continuance of a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderSpecified Event of Default, the Guaranteed Obligations of such each Guarantor shall not include all of the Obligations of the Issuer and the other Note Parties (x) in other than the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as obligations of such dateother Note Parties under this Article XVI). Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Note Party to the Collateral Agent or any Noteholder under or in respect of the Operative Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Note Party.

The Guarantee. (a) In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby agrees with the Lenders as follows: Each Guarantor hereby unconditionally and irrevocably, jointly and severally severally, guarantees, as a primary obligor and not merely as a surety, to each Secured Party surety the full and their respective successors and permitted assigns, the prompt payment in full when due (due, whether at stated upon maturity, by required prepayment, declaration, demand, by acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in collecting or enforcing any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (1i) the principal any judgment, decree or order of and interest any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower), then and in such event each Guarantor agrees that any interestsuch judgment, feesdecree, costs order, settlement or charges compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Guarantee or any other instrument evidencing any liability of the Borrower, and each Guarantor shall be and remain jointly and severally liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. This is a guarantee of payment and not of collection. (b) Anything contained in this Guarantee to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would accrue but for the provisions not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect (x) to the direct and indirect benefits received by such Subsidiary Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement, indemnification or contribution of such Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such right of contribution under Section 12.01(c)). (c) The Subsidiary Guarantors under this Guarantee together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor under this Guarantee (a "Funding Guarantor") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall be entitled to a contribution from each of the other jurisdictionSubsidiary Guarantors in the amount of such other Subsidiary Guarantor's Fair Share Shortfall (as defined below) on as of such date, with the result that all such contributions will cause each Subsidiary Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of such date. "Fair Share" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the Loans made ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all Subsidiary Guarantors, multiplied by the Lenders to the Borrower, and (ii) the Notes held aggregate amount paid or distributed on or before such date by each Lender all Funding Guarantors under this Guarantee in respect of the Borrower and (2) all other Obligations from time obligations guarantied. "Fair Share Shortfall" means, with respect to time owing to a Subsidiary Guarantor as of any date of determination, the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees thatexcess, if the Borrower shall fail to pay in full in cash when due (whether at stated maturityany, by acceleration or otherwise) any of the Guaranteed ObligationsFair Share of such Subsidiary Guarantor over the Aggregate Payments of such Subsidiary Guarantor. "Adjusted Maximum Amount" means, such with respect to a Subsidiary Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case as of any extension date of time of payment or renewal of any determination, the maximum aggregate amount of the Guaranteed Obligationsobligations of such Subsidiary Guarantor under this Guarantee, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) determined as of such date in accordance with this Section 12.01; PROVIDED that, solely for purposes of calculating the terms of such extension or renewal. Notwithstanding "Adjusted Maximum Amount" with respect to any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.Subsidiary

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each of the Secured Party Parties and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code or a Debtor Relief Law) of of: (1a) 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and all fees, indemnification payments, premium (2including any Make-Whole Amount, if applicable) all and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Secured Parties Lenders, the Collateral Agent or the Administrative Agent by the Borrower under the Credit Agreement and by any Obligor under any of the Loan Parties Documents; and (b) all other Obligations, in each case strictly in accordance with the terms thereof and including all interest, fees, premium 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, fees, premium or expenses are enforceable or allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guarantor Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. (a) Each Guarantor hereby jointly unconditionally guarantees the full and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt punctual 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 Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), when and as due, whether at maturity, by the Lenders to the Borroweracceleration, and upon one or more dates set for prepayment or otherwise, (ii) the Notes held all other amounts payable by each Lender of the Borrower and (2) all other Obligations from time to time owing to any of the Lenders, the Collateral Agent or the Administrative Agent under the Credit Agreement and the other Credit Documents or any of the Lenders or their Affiliates under the Lender Rate Contracts, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the Secured Parties extent provided therein all reasonable fees and disbursements of counsel to any of the Lenders, the Collateral Agent and the Administrative Agent that are required to be paid by the Loan Parties Borrower pursuant to the terms of the Credit Agreement or any other Credit Document or any of the Lenders or their Affiliates under the Lender Rate Contracts) and (such obligations being herein called iii) performance of the Obligations of the Borrower in each case strictly in accordance with their terms (collectively, the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if Upon failure by the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) punctually any of the Guaranteed Obligations, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Credit Agreement or the relevant other Credit Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Guaranteed Obligations. This guaranty is a guarantee of due and punctual payment and performance and not of collectibility. (b) If under any applicable Governmental Rule (including state and Federal fraudulent transfer Governmental Rules), the Guaranteed Obligations of any Guarantor under Section 2(a) would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Lenders in respect of such Guaranteed Obligations would be subordinated to the claims of any other creditors on account of such Guarantor’s liability under Section 2(a), then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor will promptly pay the same in cashshall, without any demand further action by the Guarantors, any Lender, the Administrative Agent, the Collateral Agent or notice whatsoeverany other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor (other than GPI) agrees and acknowledges that it is receiving reasonably equivalent value in the case form of substantial advances being made to such Guarantor through the Borrower under the Credit Agreement for its ongoing operations and each Guarantor agrees and acknowledges that it is receiving reasonably equivalent value through the direct and indirect benefits resulting from the availability of the aforementioned credit facilities to the Borrower and the financial or business support which will be provided to the Guarantors by the Borrower. (c) Notwithstanding anything to the contrary contained in this Guaranty Agreement or in any extension other document, instrument or agreement between or among any of time Administrative Agent, the Collateral Agent, the Lenders, the Borrower, any Guarantor or any third party, the obligations of payment each Guarantor with respect to the Guaranteed Obligations shall be joint and several with each other Guarantor and any other Person that now or renewal hereafter executes a guaranty of any of the Guaranteed Obligations separate from this Guaranty Agreement. (d) The Administrative Agent may bring and prosecute a separate action or actions against any Guarantor whether or not the Borrower, any other Guarantor or any other Person is joined in any such action or a separate action or actions are brought against the Borrower, any other Guarantor, any other Person or any collateral for all or any part of the Guaranteed Obligations. The obligations of each Guarantor under, and the same will effectiveness of, this Guaranty Agreement are not conditioned upon the existence or continuation of any other guarantee (including any letter of credit) of all or any part of the Guaranteed Obligations. By its acceptance hereof, each Lender agrees that this Guaranty Agreement may be promptly paid in full in cash when due (whether at extended maturity, enforced only by acceleration or otherwise) action of the Administrative Agent in accordance with the terms of such extension or renewal. Notwithstanding the Credit Agreement and that no Lender shall have any provision hereof or in any other Loan Document right individually to seek to enforce this Guaranty Agreement. (e) To the fullest extent not prohibited by applicable Governmental Rules, each Guarantor hereby waives all right of revocation with respect to the contraryGuaranteed Obligations. This Guaranty Agreement may be terminated as to uncommitted future transactions only by written notice of such termination to the Collateral Agent, the Administrative Agent and the Lenders and such notice shall be deemed effective as of noon of the next succeeding Business Day following receipt of such notice at the Administrative Agent’s address referenced in Section 10. No such notice shall release any Guarantor from any liability as to any Guaranteed Obligations which may be owing or held by any Lender, the Collateral Agent or the Administrative Agent or for which any Lender may have an interest or for which any Lender may be obligated or committed at the time of receiving such notice, and all renewals, extensions and modifications of any such Guaranteed Obligations. (f) Each Guarantor hereby agrees that, between it and the Lenders, the obligations of the Borrower under the Credit Agreement and the other Credit Documents may be declared to be forthwith (or may become automatically) due and payable as provided the Credit Agreement for purposes of this Section 2 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations becoming due and payable as against the Borrower) and that, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include declaration (x) in the case of clause (i) aboveor such obligation being deemed due and payable), such transaction obligations (whether or not due and (ypayable by the Borrower) in the case shall forthwith become due and payable for purposes of clause (ii) above, any transactions under Secured Swap Agreements as of such datethis Section 2.

The Guarantee. (a) Each Credit Facility Guarantor hereby jointly and severally guarantees, as a primary obligor with each other Credit Facility Guarantor unconditionally and not as a surety, to each Secured Party irrevocably guarantees the full and their respective successors and permitted assigns, the prompt punctual payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by upon acceleration or otherwise) of (1) the principal of and interest (including on each Loan, and the full and punctual payment of all other Obligations. Upon failure by any interestBorrower, feesany Guarantor or any Restricted Subsidiary to pay punctually any Obligations, costs each Credit Facility Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Agreement, the other Loan Documents or charges that would accrue but such other documents evidencing the Obligations. This Guarantee is a guaranty of payment and not of collection. Neither the Lenders nor any other Person to whom such Obligations are owed shall be required to exhaust any right or remedy or take any action against the Borrowers, the Guarantors or any other Person or any Collateral. Each Credit Facility Guarantor agrees that, as between the Credit Facility Guarantors and the Lenders and any other Person to whom such Obligations are owed, such Obligations may be declared to be due and payable for the provisions purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any Borrower and that in the Bankruptcy Code after any bankruptcy event of a declaration 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 Borrowerattempted declaration, such Obligations shall immediately become due and (ii) the Notes held payable by each Lender Credit Facility Guarantor for the purposes of the Borrower and this Guaranty. (2b) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each CFC Guarantor hereby jointly and severally agrees that, if with each other CFC Guarantor unconditionally and irrevocably guarantees the Borrower shall fail to pay in full in cash and punctual payment when due (whether at stated maturity, by upon acceleration or otherwise) any of the Guaranteed principal of and interest on each Loan made to a CFC Borrower, and the full and punctual payment of all other Obligations of any CFC Borrower, any other CFC Guarantor and any other Restricted Subsidiary that is a CFC Subsidiary; provided that no CFC Subsidiary shall guarantee any Obligations of any Person that is (i) a U.S. Person or (ii) owned by a U.S. Person and classified as a partnership or disregarded entity, in each case for U.S. federal income tax purposes. Upon failure by any CFC Borrower, any CFC Guarantor or any Restricted Subsidiary that is a CFC Subsidiary to pay punctually any such Obligations, such each CFC Guarantor will promptly shall forthwith on demand pay the same amount not so paid at the place and in cashthe manner specified in this Agreement, without the other Loan Documents or such other documents evidencing the Obligations; provided that no CFC Subsidiary shall be required to pay any demand Obligations of any Person that is (i) a U.S. Person or notice whatsoever(ii) owned by a U.S. Person and classified as a partnership or disregarded entity, in each case for U.S. federal income tax purposes. This Guarantee is a guaranty of payment and not of collection. Neither the Lenders nor any other Person to whom such Obligations are owed shall be required to exhaust any right or remedy or take any action against the CFC Borrowers, the Guarantors or any other Person or any Collateral. Each CFC Guarantor agrees that, as between the CFC Guarantors and the Lenders and any other Person to whom such Obligations are owed, such Obligations may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards any CFC Borrower and that in the case event of a declaration or attempted declaration, such Obligations shall immediately become due and payable by each CFC Guarantor for the purposes of this Guarantee; provided that no CFC Subsidiary shall be required to pay any Obligations of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event Person that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement U.S. Person or (ii) such Guarantor becomes owned by a Guarantor hereunderU.S. Person and classified as a partnership or disregarded entity, the Guaranteed Obligations of such Guarantor shall not include (x) in the each case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such datefor U.S. federal income tax purposes.

The Guarantee. Each Guarantor (a) The Borrower hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted assigns, in each case as primary obligor and not merely as surety, 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 on 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 Foreign Currency Credits made by the Lenders Foreign Currency Lender to the Borrower, Subsidiary Borrowers and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Loan Parties Subsidiary Borrowers under this Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Foreign Currency Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Borrower hereby jointly and severally further agrees that, that if the Borrower Subsidiary Borrowers shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Foreign Currency Guaranteed Obligations, such Guarantor the Borrower will promptly pay the same in cashsame, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Foreign Currency Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof . (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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange Actprincipal of and interest on the Loans made by the Lenders to 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 by any Obligor under any of the other Credit Documents, as amended at and all obligations of the time Borrower or any of its Subsidiaries to any Lender (i) or any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations affiliate of such Guarantor shall not include (xany Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the case of clause terms thereof (i) above, such transaction and (y) in obligations being herein collectively called the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date."Guaranteed Obligations"

The Guarantee. Each Guarantor (a) The Company hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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, 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 each Subsidiary Borrower, all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Subsidiary Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Company under this Agreement and by each Subsidiary Borrower under any of the other Loan Parties Documents, Credit Agreement in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Company Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Company hereby jointly and severally further agrees that, that if the any Subsidiary Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed ObligationsObligations owing by such Subsidiary, such Guarantor the Company will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof . (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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange Actprincipal of and interest on the Loans made by the Lenders to each Borrower (other than such Subsidiary Guarantor), as amended 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 the time (istated maturity, by acceleration or otherwise) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderof the Subsidiary Borrower Guaranteed Obligations, the Guaranteed Obligations of such Guarantor shall not include (x) Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of clause 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 (i) abovewhether at extended maturity, such transaction and (yby acceleration or otherwise) in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as terms of such dateextension or renewal.

The Guarantee. Each Guarantor hereby Guarantor, jointly and severally guaranteesseverally, as a primary obligor hereby irrevocably and not as a surety, unconditionally guarantees to each Secured Party of the Guaranteed Parties the due and their respective successors and permitted assigns, the prompt punctual (a) full payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, due by acceleration or otherwise) of (1) by Charterer in accordance with the principal of terms 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 Guaranteed Agreements of any and all sums (including, but not limited to, Charter Hire, Stipulated Loss Value, payments under Articles 17, 18 and/or 19 of the Demise Charter, indemnities, reimbursement sums, damages, interest, fees and expenses, Fees, Taxes and/or Other Charges, and all other jurisdictionexpenses incurred by or owing to any such Guaranteed Party) on (i) which are now or hereafter payable by Charterer under any of the Loans made by Guaranteed Agreements as and when the Lenders to same shall become due and payable in accordance with the Borrowerterms and provisions of the Guaranteed Agreements, and (iib) faithful performance and discharge by Charterer of each and every other duty, agreement, covenant, undertaking and obligation of Charterer in favor of any Guaranteed Party under and in accordance with the Notes held by each Lender terms and provisions of the Borrower Guaranteed Agreements at the time or times required thereby (all such obligations described in clauses (a) and (2b) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations above being herein called referred to individually as a “Guaranteed Obligation” and collectively as the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in In the case of the failure or inability of Charterer duly, punctually and fully to pay any extension of time of payment or renewal of any of the such Guaranteed Obligations, the same will be promptly paid Obligation described in full in cash clause (a) above when due (whether at extended maturity, by acceleration or otherwise) and in accordance with the terms of the applicable Guaranteed Agreement (whether or not such extension failure or renewal. Notwithstanding any provision hereof inability shall constitute an Event of Default), each Guarantor hereby irrevocably and unconditionally agrees to pay or in any other Loan Document cause to be paid to the contraryPerson or Persons entitled to receive the same (according to their respective interests) under and in accordance with the Guaranteed Agreements, on the day such payments are (or would have become) due and payable, an amount equal to the aggregate of all such Guaranteed Obligations then due and unpaid (including, without limitation, any and all interest due and payable under any of the Guaranteed Agreements). In the case of the failure or inability of Charterer duly and punctually to perform and discharge any such Guaranteed Obligation described in clause (b) above (whether or not such failure or inability shall constitute an Event of Default), in favor of any Guaranteed Party under and in accordance with the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) terms and provisions of the Commodity Exchange ActGuaranteed Agreements, as amended at each Guarantor hereby irrevocably and unconditionally agrees promptly to perform or discharge the time (i) any transaction is entered into under a Secured Swap Agreement same or (ii) such Guarantor becomes a Guarantor hereundercause the same to be performed or complied with. In addition, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause any such failure of payment, performance or discharge of any Guaranteed Obligation by Charterer when due, each Guarantor shall forthwith, upon request of any Guaranteed Party, pay to the Guaranteed Party making such request such additional amounts as may be necessary to reimburse such Guaranteed Party in full for any reasonable out-of-pocket expenses that such Guaranteed Party incurred as a result of any such failure by Charterer (i) aboveincluding, such transaction without limitation, reasonable attorneys’ fees and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as expenses and other reasonable fees and disbursements that may have been incurred by or on behalf of such dateGuaranteed Party in enforcing such payments, performance or discharge by Charterer or in enforcing this Guarantee).

The Guarantee. Each Guarantor hereby Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each of the Secured Party Parties and their respective successors and permitted assigns, assigns the prompt and complete payment in full when due (whether at stated maturity, and performance 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) each other Guarantor of the Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Secured Parties Lenders or the Administrative Agent by the Borrower under the DIP Credit Agreement and by any Loan Parties (Party under any of the Loan Documents, in each case strictly in accordance with the terms thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby The Subsidiary Guarantors further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guarantor Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor The Company hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) the principal of and interest on the Loans (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 jurisdictionC$ Loans) on (i) the Loans made by the Lenders to the Borrowerto, and (iithe Note(s) and the Notes C$ Note(s) held by each Lender of, any of the Borrower Borrowers and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary 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 Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or 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 other document made, delivered or 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, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Loan Parties Obligors to the Lenders 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”; provided that Guaranteed Obligations shall exclude all ) (other than any Excluded Swap ObligationsObligation of the Company). Each Guarantor The Company hereby jointly and severally further agrees that, that if the any Borrower (or any Subsidiary Guarantor) shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Company will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each The Guarantor hereby jointly unconditionally and severally guaranteesirrevocably, as a primary obligor and not as a surety, guarantees to each Secured Party and their respective successors and permitted assignsthe Lenders, the Issuing Bank and the Agent, and any transferee, in whole or in part, of the Obligations or this Guaranty (collectively, the "Guaranteed Parties" and each, individually, a "Guaranteed Party"), the full and prompt payment in full when due (whether at stated maturityand performance of all the Obligations and all costs, by required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of charges and interest expenses (including any interest, reasonable attorneys' fees, costs ) incurred or charges that would accrue but for sustained by such Guaranteed Party in enforcing the provisions obligations of the Bankruptcy Code after Guarantor hereunder. If 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 Borrower, and (ii) the Notes held by each Lender portion of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees thatis not paid when due, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) , the Guarantor unconditionally and irrevocably hereby agrees to and will pay same when due, without resort by the Guaranteed Parties to any other person or party. The obligation of the Guarantor to the Guaranteed Parties hereunder is primary, absolute, and unconditional, except as may be specifically set forth herein. The Guarantor hereby acknowledges that this Guaranty is a guaranty of payment and not of collection and that the liability of the Guarantor under this Guaranty shall be immediate and primary and shall not be contingent upon the exercise or enforcement by the Guaranteed Parties, or any of them, of any remedies the Guaranteed Parties may have against the Borrower or any other person or the enforcement of any lien or realization of any collateral any Guaranteed Party may at any time possess for any of the Guaranteed Obligations. The Guarantor's obligations are secured by various Security Instruments referred to in the Credit Agreement, such Guarantor will promptly pay including without limitation the same in cash, without any demand or notice whatsoeverSecond Amended and Restated Parent Stock Pledge and Security Agreement dated as of the date hereof, and that all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which the case Guarantor shall grant or convey to the Collateral Agent for the benefit of the Agent, the Lenders, the Issuing Bank, and the holders of the Senior Notes a Lien in, or pursuant to which any extension other Person shall acknowledge any such Lien in, property as security for all or any portion of time of payment the Obligations or renewal of any other obligation under any Loan Document, as any of the Guaranteed Obligationsthem may be amended, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration modified or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document supplemented from time to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such datetime.

The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted 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, (ii) the Incremental Term Loans and the Incremental Revolving Loans made by the Incremental Term Lenders to and the BorrowerIncremental Revolving Lenders, (iii) the Other Term Loans and Other Revolving Loans made by the applicable Term Lenders and applicable Revolving Lenders and (iiiv) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (including reimbursement and other obligations in respect of Letters of Credit) (such obligations being herein 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 shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower Guaranteed Obligations shall fail to pay not be paid in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations), such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. (a) Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each Secured Party and their respective successors and permitted 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 unconditionally guarantees (i) the Loans made full and punctual payment of the Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other amounts payable by the Lenders Borrowers from time to time to any of the Lenders, the Security Trustee or the Administrative Agent under the Credit Agreement and the other Credit Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to any of the Lenders, the Security Trustee and the Administrative Agent that are required to be paid by the Borrowers pursuant to the Borrowerterms of the Credit Agreement or any other Credit Document) and (iii) performance of the Obligations of the Borrowers in each case strictly in accordance with their terms. Upon failure by the Borrowers to pay punctually any such amount, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Credit Agreement or the relevant other Credit Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Obligations of the Borrowers now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Obligations of the Borrowers and the termination or expiration of the Revolving Loan Commitments pursuant to the Credit Agreement. This guaranty is a guarantee of due and punctual payment and performance and not of collectibility. (b) As to any Guarantor other than Parent or Commercial Barge Line Company, if under any applicable law (including without limitation state and Federal fraudulent transfer laws) the obligations of such Guarantor under Section 2(a) would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Lenders in respect of such obligations would be subordinated to the claims of any other creditors on account of such Guarantor’s liability under Section 2(a), then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor shall, without any further action by the Guarantors, any Lender, the Administrative Agent, the Security Trustee or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor agrees that it has obtained and will continue to obtain working capital and loans needed for its operations from the Borrowers, and the Borrowers will obtain funds to provide and lend to such Guarantors from the Lenders under the Credit Agreement and Guarantor agrees and acknowledges that it is receiving reasonably equivalent value in the form of (i) the substantial advances being made to such Guarantor through the Borrowers under the Credit Agreement for its ongoing operations and (ii) the Notes held by each Lender direct and indirect benefits as the result of the Borrower and (2) all other Obligations from time to time owing availability of the aforementioned credit facilities to the Secured Parties Borrowers, as the result of financial or business support which will be provided to the Guarantors by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateBorrowers.

The Guarantee. Each Guarantor The Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender, each Issuing Lender and each Agent, and their respective successors and permitted 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 Borrower, all LC Disbursements and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders or either Agent by the Borrower under the Credit Agreement or any other Loan Parties Document, and all obligations of the Borrower to any Lender (or any affiliate thereof) under any Hedging Agreement, in each case strictly in accordance with the terms thereof (such principal, interest, other amounts and obligations being herein collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor The Guarantors hereby further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contraryFor purposes hereof, in the event it is understood that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (ior an affiliate thereof) any transaction is entered into under a Secured Swap “Lender” party to the Credit Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans, LC Disbursements and other interests in the Credit Agreement and, therefore, at the time a claim is to be made in respect of such Guarantor shall not include (x) in the case of clause (i) aboveGuaranteed Obligations, such transaction and Person (yor its affiliate) is no longer a “Lender” party to the Credit Agreement, provided that no Hedging Agreement shall be entitled to the benefits of this Article II unless the same has been designated as a “Hedging Agreement” for purposes of this Agreement in a written notice delivered from the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateBorrower to the Administrative Agent.

The Guarantee. Each The Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees to each Secured Party Holder of the Notes authenticated and their respective delivered by the Trustee and to the Trustee and its successors and permitted assigns, irrespective of the prompt payment in full when due validity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1i) the principal of and interest (including any premium, if any, and interest, feeson the Notes shall be promptly paid in full when due, costs whether at maturity, by acceleration, redemption or charges that would accrue but for otherwise, and interest on the provisions overdue principal of and interest on premium, if any, and interest, on the Notes if any, if lawful, and all other obligations 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 Company to the BorrowerHolders of the Notes or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Guaranteed ObligationsNotes or any of such other obligations, that the same will shall be promptly paid in full in cash when due (or performed in accordance with the terms of the extension or renewal, whether at extended stated maturity, by acceleration or otherwise) in accordance . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or waiver or consent by any Holder with the terms of such extension or renewal. Notwithstanding respect to any provision provisions hereof or in thereof, the recovery of any judgment against the Company, any action to enforce the same, any other Loan Document to circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or any change in the contraryownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) f insolvency or bankruptcy of the Commodity Exchange ActCompany, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantor's guarantee under this Section shall not be discharged except by complete performance of the obligations of the Company and the Guarantor contained in the Notes, this Supplemental Indenture and the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor any amount paid by any thereof to the Trustee or such Holder, the Guarantor's guarantee under this Section, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of the Notes in respect of any obligations guaranteed hereby until payment in full in cash of all obligations with respect to the Notes guaranteed hereby. The Guarantor further agrees that, as amended at between itself as guarantor, on the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderone hand, and the Guaranteed Obligations Holders of such Guarantor shall not include the Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the case Indenture for the purposes of clause (i) abovethe Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such transaction acceleration in respect of the obligations with respect to the Notes guaranteed hereby and (y) in the case event of clause (ii) above, any transactions under Secured Swap Agreements as declaration of acceleration of such dateobligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of its guarantee hereunder. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

The Guarantee. Each Guarantor hereby Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each of the Third Lien Secured Party Parties and their respective successors and permitted assigns, assigns the prompt and complete payment in full when due (whether at stated maturity, and performance 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) each other Guarantor of the Third Lien Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Secured Parties Term B-3 Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any Loan Parties (Party under any of the Loan Documents, in each case strictly in accordance with the terms thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby The Subsidiary Guarantors further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guarantor Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. (a) Each Guarantor hereby jointly and severally guaranteesseverally, as a primary obligor unconditionally, absolutely and not as a surety, to each Secured Party irrevocably guarantees the full and their respective successors and permitted assigns, the prompt punctual payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by upon acceleration or otherwise) of all amounts payable by ACE under or in connection with the Loan Documents (1) including any upfront fee payable pursuant to any fee letter between ACE and the Bank), including the principal of and interest (including any including, to the greatest extent permitted by law, post-petition interest) on reimbursement obligations and Advances owing by ACE pursuant to the Facility Agreement with respect to LOCs, and all 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 expenses, indemnities or any similar law of any other jurisdiction) on obligations, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, or due or to become due (i) the Loans made by the Lenders to the Borrowercollectively, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail Upon failure by ACE to pay punctually any Guaranteed Obligation, each Guarantor agrees to pay forthwith on demand the amount not so paid at the place and in full the manner specified in cash when the Facility Agreement as if it was a principal obligor. Any amount payable hereunder shall be paid in the currency due under the Facility Agreement. (whether at stated maturityb) Each Guarantor, and by acceleration its acceptance of this Guarantee, the Bank, hereby confirms that it is the intention of all such Persons that this Guarantee and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or otherwise) any conveyance for purposes of the Guaranteed ObligationsBankruptcy Code, such the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Bank and the Exh. A-1 Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guarantee at any time shall be limited to the maximum amount as will promptly pay the same in cash, without any demand or notice whatsoever, and that result 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations obligations of such Guarantor shall under this Guarantee not include constituting a fraudulent transfer or conveyance. (xc) in Each Guarantor jointly and severally, unconditionally and irrevocably agrees with the case Bank that if any obligation guaranteed by it is or becomes void, voidable, unenforceable, invalid, illegal, or ineffective it will, as an independent and primary obligation, indemnify the Bank immediately on demand against any cost, loss or liability it incurs as a result of clause (i) aboveACE not paying any amount which would, but for such transaction and (y) in unenforceability, invalidity or illegality, have been payable by it under the case Loan Documents on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Guarantee if the amount claimed had been recoverable on the basis of clause (ii) above, any transactions under Secured Swap Agreements as of such datea guarantee.

The Guarantee. Each Guarantor For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make extensions of credit to the Borrower hereunder and the Lenders and the Administrative Agent to enter into this Agreement, the Guarantors hereby jointly and severally guaranteesseverally, as a primary obligor absolutely, and not as a surety, unconditionally guarantee to each of the Secured Party Parties and their respective successors and permitted 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, 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all fees, indemnification payments, Secured Obligations and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Secured Parties by under the Loan Parties Documents and by any Guarantor under any of the Loan Documents, 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 Event with respect to the Borrower or any Guarantor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”; ), provided, that if any Law (including a Law (a) limiting or restricting the giving of financial assistance by way of guarantee to the Borrower or any Guarantor, (b) relating to fraudulent conveyance or fraudulent transfer or (c) enforcing currency controls in any jurisdiction limits the amount of financial assistance that any Guarantor is permitted to provide in favor of the Borrower to another Guarantor, such Guarantor’s liability under the guarantee provided that pursuant to this Article IX in respect of the relevant Guaranteed Obligations shall exclude be limited to the maximum amount permitted under such Law; provided, further, that, for the avoidance of doubt, such maximum amount shall in no event exceed the amount as will (i) render the relevant Guarantor insolvent at the time of issuance of the guarantee provided pursuant to this Article IX or (ii) result in the relevant Guarantor’s liability under the guarantee provided pursuant to this Article IX in respect of the relevant Guaranteed Obligations constituting a fraudulent transfer or conveyance; provided, further, that the application of such limitation in any specific case (in respect of the Guaranteed Obligations) shall not restrict or limit the ability of any Secured Party to claim in full all Excluded Swap Obligations)amounts due under the guarantee provided pursuant to this Article IX in respect of the Guaranteed Obligations where there is no Law which limits the amount of financial assistance that any Guarantor is permitted to provide in favor of the Borrower, or where there is an applicable exception to any limitation on the amount of financial assistance which any Guarantor is permitted to provide in favor of a Borrower. Each Guarantor The Guarantors hereby further jointly and severally agrees agree that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor (a) The Terra Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender, each Issuing Bank and the Administrative Agent and their respective successors and permitted 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, fees, costs or charges that would accrue but for on 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 Terra Advances made by the Lenders to the Borrowerto, and (ii) the Notes held by each Lender of of, the Borrower Company and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders, each Issuing Bank or the Administrative Agent by the Company under this Agreement and under the Notes and by any Terra Obligor under any of the other Loan Parties Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Terra Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Terra Guarantors hereby further jointly and severally agrees that, agree that if the Borrower Company shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Terra Guaranteed Obligations, such Guarantor the Terra Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof . (b) The TNLP Guarantors hereby jointly and severally guarantee to each 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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange Actprincipal of and interest on the TNLP Advances made by the Lenders to, as amended at 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 Administrative 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 (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, obligations being herein collectively called the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date."TNLP

The Guarantee. Each Guarantor (a) The REIT hereby jointly irrevocably, fully and severally guarantees, as a primary obligor and not as a surety, unconditionally guarantees (the “Guarantee”) to each Secured Party Holder of a Note and their respective to the Trustee and its successors and permitted 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 irrespective of the Bankruptcy Code after any bankruptcy validity and enforceability of this Indenture, the Notes, the obligations of the Company under this Indenture or insolvency petition under the Bankruptcy Code Notes or any similar law restrictions of any other jurisdiction) kind on the Company’s performance of its obligations under this Indenture or the Notes, and waiving all rights of objection and defense arising from the Notes, that: (i) the Loans made by the Lenders to the Borrowerprincipal of, and interest on, the Notes will be punctually paid in full when due, whether on the Maturity Date or Interest Payment Date, by acceleration, call for redemption, repurchase at the option of Holders or otherwise; (ii) all other obligations of the Company to the Holders (including without limitation the delivery of amounts due upon exchange in accordance with the provisions of Article 14) or the Trustee (in any of its capacities hereunder and including but not limited to the indemnities set forth in Section 7.06) under this Indenture or the Notes held by each Lender will be promptly paid or delivered in full, as the case may be, all in accordance with the terms of this Indenture and the Borrower Notes; and (2iii) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Notes or any of the Guaranteed Obligationssuch other obligations thereunder, the same they will be promptly paid or delivered in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such the extension or renewal, whether on the Maturity Date or any Interest Payment Date, by acceleration, call for redemption, repurchase at the option of holders, upon exchange or otherwise. Notwithstanding Failing payment when due of any provision hereof amount so guaranteed for whatever reason, the REIT shall be obligated to pay the same before failure so to pay becomes an Event of Default with respect to Notes. If the Company defaults in the payment of the principal of, interest on or amounts due upon exchange with respect to, the Notes when and as the same shall become due, whether on the Maturity Date, any Interest Payment Date, by acceleration, upon exchange, call for redemption, or otherwise, without the necessity of action by the Trustee or any Holder, the REIT shall be required to promptly make such payment in full. (b) The REIT agrees that its obligations with regard to this Guarantee shall be as principal and not merely as surety and shall be full, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against the Company, any action to enforce the same or any other Loan Document to the contrarycircumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. The REIT hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of insolvency or bankruptcy of the Commodity Exchange ActCompany, any right to require a proceeding first against the Company or right to require the prior disposition of the assets of the Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of all obligations contained in the Notes and this Indenture. The Guarantee is a guaranty of payment and not of collection. The obligations of the REIT under this Guarantee will constitute direct, unsecured and unsubordinated obligations of the REIT and the REIT undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and unsubordinated obligations of the REIT, save for such obligations as may be mandatorily preferred by law. (c) The Guarantee shall continue in full force and effect by way of continuing security until all principal, interest, if any, and amounts due on exchange have been paid or delivered in full and all other actual or contingent obligations of the Company in relation to the Notes or under the Indenture have been satisfied in full. Notwithstanding the foregoing, if any payment received by any Holder is, on the subsequent bankruptcy or insolvency of the Company, avoided under any applicable laws, including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of the REIT and the Guarantee will continue to apply as if such payment had at all times remained owing by the Company. (d) If any Holder of Notes or the Trustee is required by any court or otherwise to return to any of the Company or the REIT, or any custodian, trustee, or similar official acting in relation to any of the Company or the REIT, any amount paid by any of the Company or the REIT to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The REIT agrees that it will not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all obligations under the Notes. The REIT further agrees that, as amended at between it, on the time one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the Guarantee, notwithstanding any transaction is entered into under a Secured Swap Agreement stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations so guaranteed, and (ii) in the event of any acceleration of those obligations as provided in Section 6.02, those obligations (whether or not due and payable) will forthwith become due and payable by the REIT with respect to Notes for purposes of the Guarantee. (e) The REIT and by its acceptance of a Note issued hereunder each Holder hereby confirms that it is the intention of all such Guarantor becomes parties that the Guarantee by the REIT set forth in this Section 9.01 not constitute a Guarantor hereunderfraudulent transfer or conveyance for purpose of any Bankruptcy Law, the Guaranteed Obligations Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and the REIT hereby irrevocably agree that the obligations of the REIT under the Guarantee set forth in this Section 9.01 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of REIT, result in the obligations of the REIT not constituting such a fraudulent transfer or conveyance. (f) It is the intention of the parties that the obligations of the REIT shall be in, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the REIT by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the REIT was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the REIT under the Guarantee shall be reduced by such court if and to the extent such reduction would result in the avoidance of such Guarantor annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall not include (x) be made in the case smallest amount as is strictly necessary to reach such result. For purposes of clause this paragraph, “fair consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably small capital” and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (ig) If the obligations of the REIT are reduced pursuant to Section 9.01(e) or 9.01(f) above, such transaction and (y) reduction shall be applied proportionately with respect to all Notes guaranteed under this Section 9.01, in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as respective outstanding principal amount of such dateNotes so guaranteed and being then due upon the acceleration of the payment of such Notes. (h) Neither the Company nor the REIT shall be required to make a notation on the Notes to reflect the Guarantee or any release, termination, suspension or discharge thereof in accordance with the terms of this Indenture.

The Guarantee. Each Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party and their respective successors and permitted assigns, Lender (a) the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal and interest payable on the Loan, (1b) the principal payment of all other Obligations (including, without limitation, indemnities, fees and interest (including any interestthereon and all Obligations which, fees, costs or charges that would accrue 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 or insolvency petition of its Subsidiaries under the Bankruptcy Code Code, in accordance with and at the rate (including the Default Rate) specified in this Agreement whether or not the claim for such interest is allowed as a claim after such filing in any similar law of any other jurisdictionproceeding under the Bankruptcy Code) on (i) the Loans made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower now existing or hereafter incurred under, arising out of, or in connection with any of the Loan Documents, (c) the due performance and compliance by the Borrower with all of 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 (2e) all other Obligations from time to time owing to renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the Secured Parties by foregoing (all such principal, interest, obligations, indebtedness, performance, compliance and payments, collectively, the Loan Parties (such obligations being herein called the “"Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor hereby jointly and severally further agrees that, that if the Borrower shall fail to pay in full in cash when due (after giving effect to any cure periods) (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such datecollection.

The Guarantee. Each Guarantor (a) The Company hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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, 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 each Subsidiary Borrower, all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Subsidiary Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing by each Subsidiary Borrower to the Secured Parties by Lenders or the Administrative Agent under any of the other Loan Parties Documents or to any Lender or any Affiliate thereof under Hedging Agreements, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Company Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Company hereby jointly and severally further agrees that, that if the any Subsidiary Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed ObligationsObligations owing by such Subsidiary, such Guarantor the Company will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof . (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 in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18otherwise) of the Commodity Exchange Actprincipal of and interest on the Loans made by the Lenders to each Borrower (other than such Subsidiary Guarantor), as amended 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 the time (istated maturity, by acceleration or otherwise) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunderof the Subsidiary Borrower Guaranteed Obligations, the Guaranteed Obligations of such Guarantor shall not include (x) Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of clause 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 (i) abovewhether at extended maturity, such transaction and (yby acceleration or otherwise) in accordance with the case of clause (ii) above, any transactions under Secured Swap Agreements as terms of such dateextension or renewal.

The Guarantee. Each The Subsidiary Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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, 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 BorrowerBorrowers, all Reimbursement Obligations and (ii) the Notes held by each Lender of the Borrower interest thereon and (2) all other Obligations amounts from time to time owing to the Secured Parties Lenders (or, in respect of any Interest Rate Protection Agreement, any affiliate of a Lender) or the Administrative Agent by the Loan Parties Borrowers under the Credit Agreement, and all Hedging Indebtedness of the Borrowers, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each The Subsidiary Guarantor hereby jointly and severally further agrees that, that if the Borrower Borrowers shall fail to pay in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) any of the Guaranteed Obligations, such the Subsidiary Guarantor will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contraryFor purposes hereof, in the event it is understood that any Guarantor is not Guaranteed Obligations to a Person arising under an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended agreement entered into at the time such Person (ior an affiliate thereof) any transaction is entered into under a Secured Swap “Lender” party to the Credit Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the 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 the Credit Agreement and, therefore, at the time a claim is to be made in respect of such Guarantor shall not include (x) in the case of clause (i) aboveGuaranteed Obligations, such transaction and Person (yor its affiliate) in is no longer a “Lender” party to the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateCredit Agreement.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Secured Party Lender, the LC Bank and the Administrative Agent and their respective successors and permitted 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, 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 BorrowerBorrowers, and (ii) the Notes held by each Lender of the Borrower reimbursement obligations (and (2interest thereon) and cover in respect of Letters of Credit, fees provided for hereunder and all other Obligations amounts from time to time Credit Agreement owing to the Secured Parties Lenders, the LC Bank or the Administrative Agent by the Loan Parties Borrowers under this Agreement and by any Obligor under any of the other Credit Documents, and all obligations of the Borrowers or any of their Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower Borrowers shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contraryFor purposes hereof, in the event it is understood that any Guarantor Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is not an “eligible contract participant” party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such term is defined in Section 1(a)(18Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of the Commodity Exchange Actits Commitments, as amended Loans, Revolving Credit Exposure and other interests herein) at the time (i) any transaction a claim is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations to be made in respect of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateGuaranteed Obligations.

The Guarantee. Each Guarantor The Subsidiary Guarantors hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each Lender and the Secured Party Representatives and their respective successors and permitted assigns, as a guarantee or payment and not merely collection, 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 on 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 Drawings made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations amounts from time to time owing to the Lenders or the Secured Parties Party Representatives by the Loan Parties Borrower under this Agreement, the Note Purchase Agreement and Credit Agreement and by any Borrower Group Company under any of the other Financing Documents, and all obligations of the Borrower or any of its Subsidiaries to any Derivatives Creditor in respect of any Derivatives Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"SG Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations"). Each Guarantor The Subsidiary Guarantors hereby further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the SG Guaranteed Obligations, such Guarantor the Subsidiary Guarantors will promptly pay the same in cashsame, 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contraryFor purposes hereof, in the event it is understood that any Guarantor SG Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is not an “eligible contract participant” party hereto as a Lender or Derivatives Creditor shall continue to constitute SG Guaranteed Obligations, notwithstanding that such term is defined in Section 1(a)(18Person (or its affiliate) has ceased to be a Lender or Derivatives Creditor party hereto (by assigning all of the Commodity Exchange Actits Commitments, as amended Drawings, and other interests herein) at the time (i) any transaction a claim is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations to be made in respect of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateSG Guaranteed Obligations.

The Guarantee. Each Guarantor hereby Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and severally guarantees, as a primary obligor and not as a surety, guarantee to each of the First Lien Secured Party Parties and their respective successors and permitted assigns, assigns the prompt and complete payment in full when due (whether at stated maturity, and performance 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) each other Guarantor of the First Lien Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Secured Parties Term B-1 Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any Loan Parties (Party under any of the Loan Documents, in each case strictly in accordance with the terms thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby The Subsidiary Guarantors further jointly and severally agrees that, agree that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guarantor Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever, . The Subsidiary Guarantors also jointly and severally agree 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 in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.

The Guarantee. Each Guarantor Unless a Holdings Change of Control Transaction shall have occurred: (a) Holdings hereby jointly unconditionally and severally guaranteesirrevocably, as a primary obligor and not as a suretyguarantees to the Administrative Agent, to for the ratable benefit of each Secured Party and their respective successors successors, indorsees, transferees and permitted assigns, the prompt and complete payment in full and performance by the Borrower 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 Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) of the Borrower Obligations (such obligations being herein collectively called the “Guaranteed Obligations”). Holdings hereby further agrees that its guarantee under this Section constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Secured Party to any of the Guaranteed Obligations, such Guarantor will promptly pay security held for payment of the same in cash, without Borrower Obligations or to any demand or notice whatsoever, and that in the case balance of any extension deposit account or credit on the books of the Administrative Agent or any Secured Party in favor of the Borrower or any other person. (b) The guarantee contained in this Section shall remain in full force and effect until all the Borrower Obligations and the obligations of Holdings under the guarantee contained in this Section shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any of its Obligations. (c) No payment or renewal of made by the Borrower, any of the Guaranteed Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any such payment (other than any payment made by Holdings in respect of the Borrower Obligations or any payment received or collected from Holdings in respect of the Borrower Obligations), remain liable for the same will be promptly Borrower Obligations up to the maximum liability of Holdings hereunder until the Borrower Obligations are paid in full in cash when due (whether at extended maturityfull, by acceleration or otherwise) in accordance with no Letter of Credit shall be outstanding and the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateCommitments are terminated.

The Guarantee. (a) Each of the Parent and each Parent Subsidiary Guarantor hereby hereby, jointly and severally guaranteesseverally, as a primary obligor absolutely, unconditionally and not as a surety, to each Secured Party irrevocably guarantees the full and their respective successors and permitted assigns, the prompt punctual payment in full when due (whether at stated maturityscheduled maturity or on any date of a required prepayment or by acceleration, by required prepayment, declaration, demand, by acceleration demand or otherwise) of all Obligations of each other Obligor now or hereafter existing under or in respect of the Financing Documents (1such Obligations being the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by any Agent or any Bank in enforcing Tyco Credit Agreement (364-Day 2003) any rights hereunder or any other Financing Document. Without limiting the principal generality of the foregoing, each of the Parent and interest (including each Parent Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any interest, fees, costs other Obligor to any Agent or charges that would accrue any Bank under or in respect of the Financing Documents but for the provisions fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Obligor. (b) Each of the Parent and each Parent Subsidiary Guarantor, each Agent and each Bank, hereby confirms that it is the intention of all such Persons that the Guarantee contained in this SECTION 10.01 and the Obligations of each Parent Subsidiary Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Code after any bankruptcy or insolvency petition under Law, the Bankruptcy Code Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the Obligations of each of the Parent and each Parent Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Agents, the Banks and the Parent and Parent Subsidiary Guarantors hereby irrevocably agree that the Obligations of each Parent Subsidiary Guarantor under this Guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. (c) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Agent or any Bank under this Guarantee or any other jurisdiction) on (i) the Loans made by the Lenders to the Borrower, and (ii) the Notes held by each Lender of the Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligationsguarantee, such Guarantor will promptly pay contribute, to the same maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Agents and the Banks under or in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any respect of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateFinancing Documents.

The Guarantee. (a) Each Guarantor hereby of the Guarantors, jointly and severally guaranteesseverally, as a primary obligor hereby unconditionally and not as a surety, irrevocably guarantees to each Secured Party Lender, the Agent and the Collateral Agent and their respective successors successors, indorsees, transferees and permitted assigns, assigns (i) the prompt and complete 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 Obligations 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 Borrower, Borrower and (ii) the Notes held punctual and faithful performance, keeping, observance and fulfillment by the Borrower of all duties, agreements, covenants and obligations contained in this Agreement and each Lender of the Borrower and Credit Documents (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called collectively, the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor of the Guarantors hereby further jointly and severally agrees that, that if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed ObligationsObligations or shall fail to perform, keep, observe or fulfill any other Guaranteed Obligation to the Lenders, Agent or Collateral Agent contained in this Agreement or any of the Credit Documents in the manner provided for herein or therein and any such failure shall remain uncured at the expiration of any applicable cure period provided herein or in the Credit Documents, such Guarantor will shall (i) promptly pay the same in cashsame, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of or any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, in the event that any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, as amended at the time (i) any transaction is entered into under a Secured Swap Agreement or renewal and (ii) cause to be performed, kept, observed or fulfilled each of such Guarantor becomes a Guarantor hereunderGuaranteed Obligations, in respect of which such failure has occurred. Notwithstanding anything to the contrary contained herein, the Guaranteed Obligations shall be subject to the terms of the Revolving Intercreditor Agreement. (b) No payment or performance made by any Guarantor or any other Person or received or collected by the Lenders (or the Collateral Agent or Agent on behalf of the Lenders) from any Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability or obligations of each Guarantor hereunder which shall, notwithstanding any such payment or performance other than payment or performance made to the Lenders (or the Collateral Agent or Agent on behalf of the Lenders) by any Guarantor shall not include or payment or performance received or collected by the Lenders (xor the Collateral Agent or Agent on behalf of the Lenders) from such Guarantor, remain liable for the Guaranteed Obligations until the full and final performance and indefeasible payment paid in full in Cash or Cash Equivalents of the case of clause (i) above, such transaction and (y) in the case of clause (ii) above, any transactions under Secured Swap Agreements as of such dateGuaranteed Obligations.

The Guarantee. Each Guarantor Subject to the terms and conditions hereinafter set forth, Eximbank hereby jointly and severally guarantees, as a primary obligor and not as a surety, guarantees to each Secured the Relevant Party and their respective successors and permitted assigns, the prompt payment in full when due of: (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1a) the disbursed and outstanding principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions amount of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on Loan as evidenced (i) the Loans made by the Lenders to the BorrowerFloating Rate Notes, and or (ii) on and after the date of Conversion, by the Fixed Rate Notes held by each Lender (or Liquidity Advance, if any, made as a result of a payment default under any Fixed Rate Note); (b) the Borrower and (2) all other Obligations interest accrued from time to time owing at the Guaranteed Interest Rate on the disbursed and outstanding principal amount of the Loan as evidenced (i) by the Floating Rate Notes, or (ii) on and after the date of Conversion, by the Fixed Rate Notes (or if an advance is made under the Liquidity Agreement as a result of a payment default under any Fixed Rate Note, the Liquidity Advance); and (c) the interest accrued at the Guaranteed Interest Rate on any due and unpaid amount described in sub-sections (a) and/or (b) above from and including the due date for the payment thereof to the Secured Parties actual date of payment thereof by Eximbank. If and to the extent ABN AMRO shall have made a Liquidity Advance under the Liquidity Agreement, Eximbank shall thereafter (subject only to Section 3(c) hereof) have no further obligation hereunder (either as to principal or interest) in respect of that portion of the Loan Parties (which was due and payable and resulted in such obligations Liquidity Advance being herein called the “Guaranteed Obligations”made; provided that Guaranteed Obligations the foregoing shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if not affect the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any obligations of the Guaranteed ObligationsFacility Agent and/or the Trustee pursuant to Section 6 hereof; provided, such Guarantor will promptly pay the same further, nothing in cash, without any demand or notice whatsoever, and that in the case this sentence shall be construed so as to affect Eximbank's guarantee of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) Liquidity Advance and accrued interest thereon in accordance with the terms of such extension or renewalhereof. Notwithstanding any provision hereof or in any other Loan Document ABN AMRO, as liquidity provider, shall have no rights hereunder except to the contrary, extent amounts paid by Eximbank hereunder are distributed to ABN AMRO in accordance with the Declaration of Trust. In no event that any Guarantor is not an “eligible contract participant” as such term is defined shall the liability of Eximbank under this Guarantee Agreement exceed the aggregate principal amount of U.S. $101,672,199.28 plus the accrued interest and the accrued post-maturity interest thereon specified in Section 1(a)(18sub-sections (b) of the Commodity Exchange Act, as amended at the time and (i) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereunder, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (ic) above, such transaction and (y) in respectively, at the case of clause (ii) above, any transactions under Secured Swap Agreements as of such date.Guaranteed Interest Rate. [GUARANTEE AGREEMENT]

The Guarantee. Each (a) Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guaranteesirrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, as a primary obligor this Supplemental Indenture and not as a suretythe Notes, and guarantees to each Secured Party Holder of a Note authenticated and their respective successors delivered by the Trustee, and permitted assignsto the Trustee for itself and on behalf of such Holder, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of that: (1) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including any interest, fees, costs or charges the amount that would accrue become due but for the provisions operation of the automatic stay under Section 362(a) of the Bankruptcy Code after Law), together with interest on the overdue principal, if any, and interest on 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 overdue interest, to the Borrowerextent lawful, and (ii) the Notes held by each Lender all other obligations of the Borrower Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) all other Obligations from time to time owing to the Secured Parties by the Loan Parties (such obligations being herein called the “Guaranteed Obligations”; provided that Guaranteed Obligations shall exclude all Excluded Swap Obligations). Each Guarantor hereby jointly and severally agrees that, if the Borrower shall fail to pay in full in cash when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such 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 Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full in cash 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 (the “Guarantee”). Notwithstanding The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any provision action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or in thereof, any release of any other Loan Document guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the contraryextent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, 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 Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any Guarantor is not an “eligible contract participant” as such term is defined in Section 1(a)(18) of the Commodity Exchange ActHolders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder 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. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as amended at between it, on the time one hand, and the Holders and the Trustee on the other hand, (i1) any transaction is entered into under a Secured Swap Agreement or (ii) such Guarantor becomes a Guarantor hereundersubject to this Section 212, the Guaranteed Obligations maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor shall not include notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (x2) in the event of any acceleration of such obligation as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer 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 Issuer’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 clause the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, 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 Notes 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. (ib) In case any provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law. (c) The Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 212(a) above; provided that, if an Event of Default has occurred and is continuing, the Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such transaction right of subrogation until all amounts then due and payable by the Issuer under the Indenture, this Supplemental Indenture and the Notes shall have been paid in full. (yd) The Guarantor hereby agrees that the Guarantee provided for hereby shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Issuer or any Guarantor. (e) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and from its Guarantee and waivers pursuant to its Guarantee under this Section 212. (f) For the avoidance of doubt, the Guarantee shall be subject to the limitations set forth in the case second paragraph under Section 1401 of clause the Indenture. (iig) aboveAs of the Issue Date, any transactions under Secured Swap Agreements as there are no guarantors of such datethe Notes other than the Guarantor. (h) The Guarantee shall be effective upon the authentication of the Notes by the Trustee.