Common use of The Guarantee Clause in Contracts

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) the Obligations principal of and interest on the Loans made by the Lenders to, and the Note(s) held by each Lender of, each Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by any Group Member 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 any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other than such Subsidiary Guarantorobligations 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 obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligation of such Subsidiary Guarantor). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower Group Member shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. As used in this Guaranty, the term “Lender” includes, where appropriate, each affiliate of a Lender to whom Hedging Obligations or Cash Management Obligations are owed.

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

The Guarantee. (a) The Company Each Guarantor hereby guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (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 (iv) the Notes held by each Lender of the Borrower, if any, (2) each Designated Acquisition Swingline Loan and (3) all other Obligations from time to time owing to the Secured Parties by the Borrower or the borrower of each Subsidiary Borrower any Designated Acquisition Swingline Loan (such Obligations obligations under clauses (1) and (2) being herein collectively called the “Company Guaranteed Guarantor Obligations”). The Company Each Guarantor hereby further jointly and severally agrees that that, if the Borrower or the borrower of any Subsidiary Borrower Designated Acquisition Swingline Loan shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Guarantor Obligations, such Subsidiary, the Company Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Each Guarantor hereby guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (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 Loans made by the Incremental Lenders to the Borrower, (iii) the Other Loans made by any lender thereof, and (iv) the Notes held by each Lender of the Borrower and (2) all other Obligations of each Subsidiary from time to time owing to the Secured Parties by the Borrower (such Obligations obligations under clauses (1) and (2) being herein collectively called the “Company Guaranteed Obligations”). The Company Each Guarantor hereby further jointly and severally agrees that that, if any Subsidiary the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

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

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

The Guarantee. (a) The Company Each Guarantor hereby guarantees jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower, and all other Obligations of from time to time owing to the Secured Parties by any Loan Party (other than such Guarantor with respect to its primary obligations) under any Loan Document, any Secured Hedge Agreement or any Treasury Services Agreement, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Guarantors hereby further agrees jointly and severally agree that if any Subsidiary the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. . Notwithstanding any other provision contained in this Agreement or any other Loan Document, with respect to the Guarantors (bin their capacity as such) The Subsidiary Guarantors hereby jointly incorporated, formed or established in Canada or any province or territory thereof (the “Canadian Guarantors”), if a court of competent jurisdiction determines that any Secured Party to whom Guaranteed Obligations are owed by a Canadian Guarantor is not a “secured creditor” (as that term is defined under the Bankruptcy and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due Insolvency Act (whether at stated maturity, Canada)) by acceleration or otherwise) reason of the fact that such Guaranteed Obligations are owed by such Canadian Guarantor on a joint or joint and several basis, then the obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called Canadian Guarantor under this Agreement, to the “Subsidiary Borrower Guaranteed Obligations” andextent that they are secured, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail be deemed to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoeverhave been incurred as, and that in the case of any extension of time of payment always intended to be, several obligations only and not joint or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewaljoint and several obligations.

The Guarantee. (a) The Company hereby agrees that it is liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Credit Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to each Subsidiary Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Subsidiary Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Credit Parties by each Subsidiary Borrower under this Agreement or under any of the other Loan Documents, any Letter of Credit 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 obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

The Guarantee. (a) The Company Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, the Supplemental Indenture and the Notes, and guarantees to each Lender Holder of a Note authenticated and delivered by the Administrative Agent Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Obligations Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail Issuer to pay the Holders or the Trustee hereunder or thereunder will be paid in full when due or performed, all in accordance with the terms hereof and thereof; and (whether at stated maturity, by acceleration or otherwise2) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Company Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). 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 action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other 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 extent 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 of the Holders 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 between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided 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 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. (b) 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 Subsidiary Guarantors hereby jointly 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 severally guarantee is continuing, the Guarantor shall be entitled to each Lender enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture, this Supplemental Indenture and the Administrative Agent and their respective successors and assigns Notes shall have been paid in full. (d) The Guarantor hereby agrees that the prompt payment in full when due (whether Guarantee provided for hereby shall continue to be effective or be reinstated, as the case may be, if at stated maturityany time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by acceleration a Holder to the Issuer upon the bankruptcy or otherwise) insolvency of the Obligations 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 each Borrower doubt, the Guarantee shall be subject to the limitations set forth in the second paragraph under Section 1401 of the Indenture. (g) As of the Issue Date, there are no guarantors of the Notes other than such Subsidiary the Guarantor. (h) (such Obligations being herein collectively called The Guarantee shall be effective upon the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any authentication of the Subsidiary Borrower Guaranteed Obligations, Notes by the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalTrustee.

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

The Guarantee. Holdings, Intermediate Holdco (abefore and until the Assumption), U.S. Borrower (from and after the Assumption) The Company hereby guarantees and each Subsidiary Guarantor (it being understood that any entity signing this Agreement whose signature is shown to be effective only upon completion of the transactions described in the Steps Memorandum set forth in Schedule 6.14 shall not be a Subsidiary Guarantor until such completion) and Initial Canadian Borrower (from and after the Assumption, the “Guarantors”) hereby, jointly and severally guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the promissory notes held by each Lender of, the Borrowers and all other Obligations of from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Guarantors hereby further agrees jointly and severally agree that if any Subsidiary Borrower the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Subsidiary Guarantors hereby guarantees jointly and severally guarantee to each Solutia Lender (and, in respect of any Hedging Obligations, any affiliate of a Solutia Lender that shall have entered into the respective hedging agreement giving rise to such Hedging Obligations), each Astaris Lender, each Administrative Agent, each Co-gen Purchaser and the Administrative Co-gen Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Solutia Credit Agreement Obligations, the Make-Whole Obligations, the Synthetic Lease Obligations, the Designated Letter of Credit Obligations of and the Hedging Obligations, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

The Guarantee. (a) The Company Guarantors hereby guarantees jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent Purchaser and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the United States Federal Bankruptcy Code of 1978, as amended or supplemented from time to time (the "Bankruptcy Code") after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Debentures issued to and held by the Purchasers from time to time owing to the Purchasers by Infocrossing under the Purchase Agreement, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company "Guaranteed Obligations”). .") The Company Guarantors hereby further agrees jointly and severally agree that if any Subsidiary Borrower Infocrossing shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company 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 Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee . Subject to each Lender and Section 1.03, the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) obligations of the Guarantors under this Section 1.01 shall terminate when all Guaranteed Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly have been paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalfull.

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

The Guarantee. (a) The Company Each Guarantor hereby agrees that during the Guarantee Period it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to each Subsidiary Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Secured Parties by each Borrower under this Agreement or under any of the other Loan 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 obligations being herein collectively called the “Company Guaranteed Obligations”; provided that, for purposes of determining any Guaranteed Obligations of any Guarantor under this Agreement, the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor). The Company Each Guarantor hereby further agrees that if during the Guarantee Period any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

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

The Guarantee. (a) The Company hereby guarantees Subsidiary Guarantors hereby, jointly and severally, guarantee to each Lender Lender, the Issuing Banks and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of, and interest on the Loans (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders, the Issuing Banks or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement (other than Hedging Agreements in respect of prices of commodities), in each Subsidiary Borrower case in the Currency thereof and otherwise strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Subsidiary Guarantors hereby further agrees jointly and severally agree that if any Subsidiary the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement (other than Hedging Agreements in respect of prices of commodities) entered into at the time such Person (or an affiliate thereof) is a “Lender” party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and other interests in this Agreement and, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to this Agreement.

The Guarantee. (a) The Company Guarantors hereby guarantees jointly and severally guarantee to each Lender and Lender, the Administrative Agent, the Collateral Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal 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, the Administrative Agent or the Collateral Agent by the Borrower under this Agreement and by any Obligor under any of the other Loan Documents, and all obligations of any Obligor to the Administrative Agent, the Arranger or any Lender (or any Affiliate of the Administrative Agent, the Arranger or any Lender) in respect of any Hedging Agreement, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Guarantors hereby further agrees jointly and severally agree that if any Subsidiary the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company 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 Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. . For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (bor an Affiliate thereof) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and is party hereto as the Administrative Agent or a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its Affiliate) has ceased to be the Administrative Agent or a Lender, as the case may be, party hereto (by assigning all of its Commitments, Revolving Credit Exposure, Incremental Facility Revolving Credit Exposure and their respective successors and assigns the prompt payment in full when due (whether at stated maturityother interests herein, by acceleration or otherwise) at the time a claim is to be made in respect of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly ------------- and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and by any Obligor under any of the other Loan Documents (including, without limitation, all Reimbursement Obligations), and all obligations of the Company or any of its Subsidiaries to any Lender or any affiliate of a Lender in respect of any Hedging Agreement, in each Borrower (other than such Subsidiary Guarantor) case strictly in accordance with the terms thereof (such Obligations 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 the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Credit Agreement ---------------- Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood any Guaranteed Obligations to a Person arising under an agreement entered into at the time such Person (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans, Reimbursement Obligations and other interests in this Agreement and, therefor, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a "Lender" party to this Agreement.

The Guarantee. (a) The Company Terra Guarantors hereby guarantees jointly and severally guarantee to each Lender Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Terra Advances made by the Lenders to, and the Notes held by each Subsidiary Borrower Lender of, the Company and all other amounts from time to time owing to the 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 Documents, in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company "Terra Guaranteed Obligations”"). The Company Terra Guarantors hereby further agrees jointly and severally agree that if any Subsidiary Borrower the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Terra Guaranteed Obligations owing by such SubsidiaryObligations, the Company Terra Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Terra Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary TNLP Guarantors hereby jointly and severally guarantee to each Lender Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the TNLP Advances made by the Lenders to, and the Notes held by each Borrower (Lender of, TNLP and all other than such Subsidiary Guarantor) 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 (such Obligations obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal."TNLP

The Guarantee. (a) The Company hereby guarantees Subsidiary Guarantors hereby, jointly and severally, guarantee, as primary obligors and not as sureties, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of, and premium 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 Title 11 of the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Secured Obligations of (provided, however that, with respect to each Subsidiary Borrower Guarantor, subject to Section 7.11, Hedging Obligations guaranteed by such Subsidiary Guarantor shall exclude all Excluded Swap Obligations) from time to time owing to the Secured Parties by any Loan Party in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Subsidiary Guarantors hereby further agrees jointly and severally agree that if any Borrower or other Subsidiary Borrower Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

The Guarantee. (a) Subject to the provisions of Section 9.03, the 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 Company REIT hereby irrevocably and unconditionally guarantees (the “Guarantee”) to each Lender Holder of a Note and to the Administrative Agent Trustee and their respective its successors and assigns assigns, irrespective of the prompt payment validity and enforceability of this Indenture, the Notes, the obligations of the Company under this Indenture or the Notes or restrictions of any 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 principal of, and interest on, the Notes will be punctually paid in full when due (due, whether at stated maturityon the Maturity Date or Interest Payment Date, by acceleration acceleration, call for redemption, repurchase at the option of Holders or otherwise; (ii) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any all other obligations of the Company Guaranteed Obligations owing by such Subsidiaryto 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 will be promptly paid or delivered in full, as the Company will promptly pay case may be, all in accordance with the same, without any demand or notice whatsoever, terms of this Indenture and that the Notes; and (iii) in the case of any extension of time of payment or renewal of any Notes or any of the Company Guaranteed Obligationssuch other obligations thereunder, the same they will be promptly paid or delivered in full 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. Failing payment when due of any 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. (bc) The Subsidiary Guarantors 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 circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. The REIT hereby jointly waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or right to require the prior disposition of the assets of the Company to meet its obligations, protest, notice and severally guarantee to each Lender 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 Administrative Agent REIT undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and their respective successors 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 assigns 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 prompt 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 when due of all obligations under the Notes. The REIT further agrees that, as between it, on the 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 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 at stated maturity, or not due and payable) will forthwith become due and payable by acceleration or otherwise) the REIT with respect to Notes for purposes of the Obligations Guarantee. (f) The REIT and by its acceptance of a Note issued hereunder each Borrower Holder hereby confirms that it is the intention of all such parties that the Guarantee by the REIT set forth in this Section 9.02 not constitute a fraudulent transfer or conveyance for purpose of any 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 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. (other than 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 Subsidiary Guarantor) (court as a result of a determination both that such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” Guarantee was made without fair consideration and, together with the Company Guaranteed Obligationsimmediately after giving effect thereto, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail REIT was insolvent or unable to pay in full when due (whether at stated maturityits debts as they mature or left with an unreasonably small capital, by acceleration or otherwise) any then the obligations of the Subsidiary Borrower Guaranteed Obligations, REIT under the Subsidiary Guarantors will promptly pay Guarantee shall be reduced by such court if and to the same, without any demand or notice whatsoever, and that extent such reduction would result in the case avoidance of such annulment, avoidance or subordination; provided, however, that any extension reduction pursuant to this paragraph shall be made in the smallest amount as is strictly necessary to reach such result. For purposes of time this paragraph, “fair consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably small capital” and the effective times of payment or renewal of any reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (h) If the obligations of the Subsidiary Borrower Guaranteed ObligationsREIT are reduced pursuant to Section 9.02(f) or 9.02(g) above, the same will such reduction shall be promptly paid in full when due (whether at extended maturityapplied proportionately with respect to all Notes guaranteed under this Section 9.02, by acceleration or otherwise) in accordance with the terms respective outstanding principal amount of such extension or renewalNotes so guaranteed and being then due upon the acceleration of the payment of such Notes.

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly ------------- and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans (and, in the case of Letters of Credit, LC Disbursements) 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 Loan Documents, and all obligations of the Borrower to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each Borrower (other than such Subsidiary Guarantor) case in the Currency thereof and otherwise strictly in accordance with the terms thereof (such Obligations 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 the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and other interests in this Agreement and, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a "Lender" party to this Agreement.

The Guarantee. (a) The Company Each Guarantor hereby jointly and severally irrevocably guarantees to each Lender Lender, the Existing Agent and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to each of the Account Parties and Reimbursement Obligations and interest thereon of each Subsidiary Borrower Specified Account Party (other than such Guarantor in its capacity as an Account Party hereunder) and all other amounts from time to time owing to the Lenders (including interest or fees accruing after the filing of a petition or commencement of a case by or with respect to any Account Party seeking relief under any bankruptcy, insolvency, reorganization, moratorium, examination or similar laws of general applicability affecting the enforcement of creditors’ rights, whether or not the claim for such interest or fees is allowed in such proceedings), the Existing Agent or the Administrative Agent by such Account Parties under this Agreement or any other Credit Document, in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Each Guarantor hereby further jointly and severally agrees that if any Subsidiary Borrower Account Party (other than such Guarantor in its capacity as an Account Party hereunder) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally . This is a guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewaland not collection.

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of each and interest on the Loans made by the Lenders to the Borrower, all reimbursement obligations of the Borrower in respect of any LC Disbursement and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor (other than such Subsidiary the respective Guarantor) under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any of the Lenders and their respective Affiliates in respect of any Hedging Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such proceeding (such Obligations 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 the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Each of the Guarantors hereby jointly and severally guarantees to each Lender, the Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to the Borrower, all LC Disbursements and all other amounts from time to time owing to the Lenders, the Issuing Lender or the Administrative Agent by the Borrower hereunder or under any other Loan Document, and all obligations of the Borrower to any Lender under any Interest Rate Protection Product, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company "Guaranteed Obligations”"). The Company Each of the Guarantors hereby further agrees that if any Subsidiary ----------------------- the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, each of the Company 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 Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company hereby Subject to the provisions of Section 1.04, ▇▇▇ ▇▇▇▇▇ unconditionally and irrevocably guarantees to each Lender as a primary obligor and not merely as a surety the Administrative Agent due and their respective successors punctual payment when and assigns the prompt payment in full when as due (whether at stated maturity, by notice of prepayment, upon acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further IGL agrees that if any Subsidiary Borrower it shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) on demand any of the Company Guaranteed Obligations owing for which it is liable pursuant to this Guarantee which has remained unpaid by the relevant Borrower for five Business Days after such Subsidiaryamount is due or demanded from the relevant Borrower; provided that if an event referred to in Section 7.01(h) or (i) of the Consolidated Credit Agreement has occurred with respect to a Borrower, such amounts shall be payable on demand by IGL; provided further, that if an event referred to in Section 7.01(h) or (i) of the Company will promptly Consolidated Credit Agreement has occurred with respect to a Borrower, IGL shall have the right to pay all such amounts to the same, Administrative Agent without any demand or notice whatsoever, and that in the case necessity of any extension such demand. The obligations of time IGL under this Guarantee shall be a guarantee of payment or renewal and not of collection. Upon payment by IGL of any sums to a Lender or an Agent as provided above in this Guarantee, IGL shall be subrogated to the rights of such Lender or Agent, as applicable, against such Borrower with respect to such payment; provided that all rights of IGL against a Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior payment in full of all the Obligations to the Lenders and the Agents and shall not be exercised by IGL prior to payment in full of all Obligations and termination of the Company Guaranteed Obligations, Commitments. If any amount (other than any fees payable to IGL in respect of its guarantee hereunder) shall be paid to IGL on account of any amount paid by IGL pursuant to this Guarantee or otherwise at any time when all the same will Obligations shall not be promptly paid in full when due (and a Default or Event of Default shall have occurred and be continuing, such amount shall be held in trust by IGL for the benefit of the Agents and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied to the Obligations, whether at extended maturity, by acceleration matured or otherwise) in accordance with the terms of unmatured. At such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee time as all Obligations owing to each Lender have been paid in full and its Commitment terminated, each Lender shall, in a reasonable manner, assign (subject to the continued effectiveness and the Administrative Agent and their respective successors and assigns reinstatement provided for above) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) amount of the Obligations of each Borrower owed to it and paid by IGL pursuant to this Guarantee to IGL, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by IGL, or make such other disposition thereof as IGL shall reasonably direct (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, all without any demand representation or notice whatsoeverwarranty by, and that in the case of or any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligationsrecourse to, 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 renewalLender).

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

The Guarantee. (a) The Company Each Guarantor hereby agrees that, subject to Section 9.12, it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Credit Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to each Subsidiary Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Credit Parties by each Borrower under this Agreement or under any of the other Loan 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 obligations being herein collectively called the “Company Guaranteed Obligations”; provided that, for purposes of determining any Guaranteed Obligations of any Guarantor under this Agreement, the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor). The Company Each Guarantor hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to, and the Notes held by each Borrower (Lender of, the Borrowers and all other than such Subsidiary Guarantor) amounts from time to time owing to the Lenders or the Administrative Agent by the 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 obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”"GENERAL GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower General Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower General Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. Credit Agreement ---------------- 105 (b) Without limiting the generality of Section 6.01(a) hereof, each Revolving Credit Borrower hereby guarantees to each Revolving Credit Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by such Lenders to, and the Notes held by each Lender of, the other Revolving Credit Borrowers and all other amounts from time to time owing to the Lenders or the Administrative Agent by such Borrowers under the Revolving Credit Facility under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of such Borrowers or any of their respective Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "JOINT OBLIGATIONS" and, collectively with the General Guaranteed Obligations, the "GUARANTEED OBLIGATIONS"). The Revolving Credit Borrowers hereby further jointly and severally agree that if any other Revolving Credit Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Joint Obligations, the other Revolving Credit Borrowers will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Joint Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Credit Agreement ---------------- 106

The Guarantee. (a) The Company Terra Guarantors hereby guarantees jointly and severally guarantee to each Lender Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Terra Advances made by the Lenders to, and the Notes held by each Subsidiary Borrower Lender of, the Company and all other amounts from time to time owing to the 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 Documents, in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company "Terra Guaranteed Obligations”"). The Company Terra Guarantors hereby further agrees jointly and severally agree that if any Subsidiary Borrower the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Terra Guaranteed Obligations owing by such SubsidiaryObligations, the Company Terra Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Terra Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary TNLP Guarantors hereby jointly and severally guarantee to each Lender Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the TNLP Advances made by the Lenders to, and the Notes held by each Borrower (Lender of, TNLP and all other than such Subsidiary Guarantor) 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 obligations being herein collectively called the “Subsidiary Borrower "TNLP Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”"). The Subsidiary TNLP Guarantors hereby further jointly and severally agree that if any Borrower TNLP shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower TNLP Guaranteed Obligations, the Subsidiary 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 Subsidiary Borrower TNLP Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. Credit Agreement ----------------

The Guarantee. (a) The Company Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Lender Holder of a Note authenticated and delivered by the Administrative Agent Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Obligations Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail Issuer to pay the Holders or the Trustee hereunder or thereunder will be paid in full when due or performed, all in accordance with the terms hereof and thereof; and (whether at stated maturity, by acceleration or otherwise2) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Company Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). 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 action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other 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 extent 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 of the Holders 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 between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in 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 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. (b) 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 Subsidiary Guarantors hereby jointly 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 severally guarantee is continuing, the Guarantor shall be entitled to each Lender enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture, this Supplemental Indenture and the Administrative Agent and their respective successors and assigns Notes shall have been paid in full. (d) The Guarantor hereby agrees that the prompt payment in full when due (whether Guarantee provided for hereby shall continue to be effective or be reinstated, as the case may be, if at stated maturityany time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by acceleration a Holder to the Issuer upon the bankruptcy or otherwise) insolvency of the Obligations 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 each Borrower doubt, the Guarantee shall be subject to the limitations set forth in the second paragraph under Section 1401 of the Indenture. (g) As of the Issue Date, there are no guarantors of the Notes other than such Subsidiary the Guarantor. (h) (such Obligations being herein collectively called The Guarantee shall be effective upon the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any authentication of the Subsidiary Borrower Guaranteed Obligations, Notes by the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalTrustee.

The Guarantee. (a) The Company Each Guarantor hereby guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (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 and the Incremental Revolving Lenders, (iii) the Other Term Loans and Other Revolving Loans made by the applicable Term Lenders and applicable Revolving Lenders and (iv) the Notes held by each Lender and (2) all other Obligations from time to time owing to the Secured Parties (including reimbursement and other obligations in respect of each Subsidiary Borrower Letters of Credit) (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”); provided that subject to the limitations set forth in Section 10.7, with respect to the Borrower in its capacity as a Guarantor hereunder, this Guarantee shall apply to all Guaranteed Obligations. The Company Each Guarantor hereby further jointly and severally agrees that that, if any Subsidiary Borrower the Guaranteed Obligations shall fail to pay not be paid in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by ), such Subsidiary, the Company Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Holdings hereby guarantees to each Lender, each Secured Cash Management Bank, each Secured Swap Provider, each Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to the Borrowers (including without limitation, any Incremental Loans), all LC Disbursements and all other amounts from time to time owing to the Secured Parties by the Borrowers under the Credit Agreement or under any other Loan Document, and all obligations of the Company or any of its Subsidiaries to any Secured Party under any Secured Cash Management Agreement or Secured Swap Agreement, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby Holdings further agrees that if any Subsidiary Borrower of other obligations shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company Holdings will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Guarantor hereby guarantees to each Lender and of the Administrative Agent Guaranteed Creditors and their respective successors and assigns the prompt payment in full 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) of (a) the Obligations principal of each Subsidiary Borrower and interest on the Advances made by the Lenders to the Company and all fees, indemnification payments, premium and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders, the Administrative Agent or any other Secured Parties by the Company, the Guarantor or any other Parent Entity under the Credit Agreement or under any of the Credit Documents, strictly in accordance with the terms thereof and including all such interest, fees, premium and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Company, whether or not such interest, fees, premium or expenses are enforceable or allowed as a claim in such proceeding and (b) any and all losses, claims, damages, liabilities, costs, fees and expenses of any kind incurred by or asserted against the Company arising out of, in connection with or as a result of the Dauphin Funding Merger, or as a result of or in connection with any obligation or liability of Dauphin Funding LLC or arising as a result of any action or omission of Dauphin Funding LLC (such Obligations obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Company Guaranteed Obligations”). The Company Guarantor hereby further agrees that if any Subsidiary Borrower the Company shall fail to pay in full 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 Company Guaranteed Obligations owing by strictly in accordance with the terms of any document or agreement evidencing any such SubsidiaryGuaranteed 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 Company, the Company Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the 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. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Each Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to each Subsidiary Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Secured Parties by each Borrower under this Agreement or under any of the other Loan 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 obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Each Guarantor hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) . Table of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.Contents

The Guarantee. (a) The Company Terra Guarantors hereby guarantees jointly and severally guarantee to each Lender Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Terra Advances made by the Lenders to, and the Notes held by each Subsidiary Borrower Lender of, the Company and all other amounts from time to time owing to the 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 Documents, in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company "Terra Guaranteed Obligations”"). The Company Terra Guarantors hereby further agrees jointly and severally agree that if any Subsidiary Borrower the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Terra Guaranteed Obligations owing by such SubsidiaryObligations, the Company Terra Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Terra Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary TNLP Guarantors hereby jointly and severally guarantee to each Lender Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the TNLP Advances made by the Lenders to, and the Notes held by each Borrower (Lender of, TNLP and all other than such Subsidiary Guarantor) 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 (such Obligations obligations being herein collectively called the “Subsidiary Borrower "TNLP Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”"). The Subsidiary TNLP Guarantors hereby further jointly and severally agree that if any Borrower TNLP shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower TNLP Guaranteed Obligations, the Subsidiary 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 Subsidiary Borrower 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.

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

The Guarantee. (a) The Company [Reserved]. (b) Each Guarantor hereby guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturityrequired prepayment, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiarydeclaration, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturitydemand, 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 Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2) all other Obligations from time to time owing to the Secured Parties by any BorrowerLoan Party or, in the case of each Borrower (other than such Specified Cash Management Agreements and Specified Swap Agreements, any Restricted Subsidiary Guarantor) (such Obligations obligations under clauses (1) and (2) being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, and the “Guaranteed Guarantor Obligations”). The Subsidiary Guarantors Each Guarantor hereby further jointly and severally agree that agrees that, if any Borrower shall fail to pay in full when due (whether at stated maturityBorrower, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed ObligationsLoan Party or, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.of

The Guarantee. (a) The Company Each Guarantor hereby jointly and severally guarantees to each Lender (and each Affiliate thereof party to any Swap Agreement), each Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) of the Guaranteed Obligations of each such Guarantor. Each Subsidiary Guarantor hereby further agrees that if either Borrower (such Obligations being herein collectively called and the “Company Guaranteed Obligations”). The Company hereby further agrees that if any the Subsidiary Borrower Borrower) shall fail to pay in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) any of the Company such Guarantor's Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. . For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Swap Agreement entered into at the time such Person (bor an Affiliate thereof) The Subsidiary Guarantors hereby jointly is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and severally guarantee other interests hereunder and, therefore, at the time a claim is to each be made in respect of such Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender and party hereto; provided that such Person shall not be entitled to the benefits of this Section unless, at the time it ceased to be a Lender, it shall have notified the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms existence of such extension or renewalSwap Agreement.

The Guarantee. (a) The Company Each Guarantor hereby jointly and severally guarantees to each Lender Credit Party, each Eligible Hedging Counterparty and the Administrative Agent each Eligible Cash Manager, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) of the Guaranteed Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”)Guarantor. The Company Each Guarantor hereby further agrees that if any Subsidiary Borrower other Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) any of the Company such Guarantor’s Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. . For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement or constituting Cash Management Obligations entered into at the time such Person (bor an Affiliate thereof) The Subsidiary Guarantors hereby jointly is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and severally guarantee other interests hereunder and, therefore, at the time a claim is to each be made in respect of such Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender and party hereto; provided that such Person shall not be entitled to the benefits of this Section unless, at the time it ceased to be a Lender, it shall have notified the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations existence of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Hedging Agreement or Cash Management Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in as the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalmay be.

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

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

The Guarantee. (a) The Company Guarantors hereby guarantees jointly and severally ------------- guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to, and any Notes held by each Subsidiary Lender of, the Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and under any Notes and by any Obligor under any of the other Loan Documents, and all obligations of the Borrower 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 obligations being herein collectively called the “Company "Guaranteed Obligations”"). The Company ---------------------- Guarantors hereby further agrees jointly and severally agree that if any Subsidiary the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligations, the Company 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 Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

The Guarantee. (a) The Company Subsidiary Guarantors hereby guarantees jointly and severally guarantee to each Lender and the Administrative Agent Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Drawings made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the 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 Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company SG Guaranteed Obligations”). The Company Subsidiary Guarantors hereby further agrees jointly and severally agree that if any Subsidiary the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower SG Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower SG Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any SG Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute SG Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Drawings, and other interests herein) at the time a claim is to be made in respect of such SG Guaranteed Obligations.

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

The Guarantee. (a) The Company Each of the Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees to each Lender Lender, the Agent and the Administrative Collateral Agent and their respective successors successors, indorsees, transferees and assigns (i) the prompt and complete payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of the Borrower and (ii) the punctual and faithful performance, keeping, observance and fulfillment by the Borrower of all duties, agreements, covenants and obligations contained in this Agreement and each Subsidiary Borrower of the Credit Documents (such Obligations being herein collectively called collectively, the “Company Guaranteed Obligations”). The Company Each of the Guarantors hereby further jointly and severally agrees that if any Subsidiary the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by 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 Subsidiaryfailure shall remain uncured at the expiration of any applicable cure period provided herein or in the Credit Documents, the Company will such Guarantor shall (i) 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 or any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalrenewal and (ii) cause to be performed, kept, observed or fulfilled each of such Guaranteed 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) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and No payment or performance made by any Guarantor or any other Person or received or collected by the Administrative Lenders (or the Collateral Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) 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 Borrower (Guarantor hereunder which shall, notwithstanding any such payment or performance other than such Subsidiary Guarantor) payment or performance made to the Lenders (such Obligations being herein collectively called or the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration Collateral Agent or otherwise) any Agent on behalf of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without Lenders) by any demand Guarantor or notice whatsoever, and that in the case of any extension of time of payment or renewal of any performance received or collected by the Lenders (or the Collateral Agent or Agent on behalf of the Subsidiary Borrower Lenders) from such Guarantor, remain liable for the Guaranteed Obligations, Obligations until the same will be promptly full and final performance and indefeasible payment paid in full when due (whether at extended maturity, by acceleration in Cash or otherwise) in accordance with Cash Equivalents of the terms of such extension or renewalGuaranteed Obligations.

The Guarantee. (a) The Company Each Guarantor hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to each Subsidiary Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Secured Parties by each Borrower under this Agreement or under any of the other Loan Documents, any Letter of Credit, any Specified Swap or Banking Services Agreement, any Pari Secured Swap 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 obligations being herein collectively called the “Company Guaranteed Obligations”). The Company Each Guarantor hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal 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 Loan 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 Hedging Agreement, in each Borrower (other than such Subsidiary Guarantor) case strictly in accordance with the terms thereof (such Obligations 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 the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (other than Obligations of each Subsidiary Borrower the Company) (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower Obligor (other than the Company) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such SubsidiaryObligor, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (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 other Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Subsidiary Guarantors hereby guarantees jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns (and each Subsidiary Guarantor that was a party to the Existing Subsidiary Guarantee, as in effect before giving effect to the amendment and restatement thereof effected hereby, hereby jointly and severally confirms to each Lender and the Administrative Agent and their respective successors and assigns its guarantee of) the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Note(s) held by each Lender of, the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under the Loan Documents (including, without limitation, all Reimbursement Obligations) and all Interest Rate Obligations of owing by the Obligors to the Lenders and their affiliates, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company "Guaranteed Obligations”"). The Company Subsidiary Guarantors hereby further agrees jointly and severally agree that if the Company (or, in the case of Interest Rate Obligations, any Subsidiary Borrower Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to each Subsidiary Borrower, all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Subsidiary Borrower, and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and by each Subsidiary Borrower under any of the other Loan Documents, Credit Agreement in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “"Company Guaranteed Obligations”"). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to each Borrower (other than such Subsidiary Guarantor) ), all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each such Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by each such Borrower under this Agreement and by any Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “"Subsidiary Borrower Guaranteed Obligations” " and, together with the Company Guaranteed Obligations, the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Subsidiary Guarantors hereby guarantees jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns as- signs the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to, and the Notes held by each Subsidiary Borrower Lender of, the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and under the Notes and by any Obligor under any of the other Loan Documents (including, without limitation, all Reimbursement Obligations), and all obligations of the Company or any of its Subsidiaries to any Lender or any affiliate of a Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively col- lectively called the “Company "Guaranteed Obligations”"). The Company Subsidiary Guarantors hereby further agrees jointly and severally agree that if any Subsidiary Borrower the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Guar- anteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.. Credit Agreement

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

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly ------------- and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans (and, in the case of Letters of Credit, LC Disbursements) 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 Loan Documents, and all obligations of the Borrower to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each Borrower (other than such Subsidiary Guarantor) case in the Currency thereof and otherwise strictly in accordance with the terms thereof (such Obligations 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 the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

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

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

The Guarantee. (a) The Company Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Lender Holder of a Note authenticated and delivered by the Administrative Agent Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Obligations Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail Issuer to pay the Holders or the Trustee hereunder or thereunder will be paid in full when due or performed, all in accordance with the terms hereof and thereof; and (whether at stated maturity, by acceleration or otherwise2) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Company Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal. (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 maturityStated Maturity, by acceleration or otherwise) of the Obligations of each Borrower otherwise (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed ObligationsGuarantee”). The Subsidiary Guarantors Guarantor hereby further jointly 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 action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other 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 extent 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 severally agree all demands whatsoever and covenants that if the Guarantee shall not be discharged as to any Borrower shall fail to pay Note except by complete performance of the obligations contained in full 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 stated maturityits Stated Maturity, by acceleration 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 of the Subsidiary Borrower Guaranteed ObligationsHolders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Subsidiary Guarantors will promptly Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the same, without any demand 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 notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed ObligationsHolders. 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 same will Guarantee, to the extent theretofore discharged, shall be promptly paid reinstated in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.force and

The Guarantee. Each Guarantor hereby jointly and ------------- severally guarantees to Lender (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal and interest payable on the Loan, (b) the payment of all other Obligations (including, without limitation, indemnities, fees and interest thereon and all Obligations which, but for the automatic stay under Section 362(a) of each Subsidiary 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 of its subsidiaries under the Bankruptcy Code, in accordance with and at the rate (including the Default Rate) specified in this Agreement whether or not the claim for such Obligations being herein collectively called interest is allowed as a claim after such filing in any proceeding under the “Company Bankruptcy Code) 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 (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the foregoing (all such principal, interest, obligations, indebtedness, performance, compliance and payments, collectively, the "Guaranteed Obligations”"). The Company Each Guarantor hereby jointly and ---------------------- severally further agrees that if any Subsidiary the Borrower shall fail to pay in full when due (after giving effect to any cure periods) (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time . Each Guarantor's guarantee provided herein is a guarantee of payment or renewal and not of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalcollection. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

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

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

The Guarantee. (a) The Company [Reserved]. (b) Each Guarantor hereby guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (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 Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2) all other Obligations of each Subsidiary from time to time owing to the Secured Parties by any Borrower (such Obligations obligations under clauses (1) and (2) being herein collectively called the “Company Guaranteed Obligations” and the “Guarantor Obligations”). The Company Each Guarantor hereby further jointly and severally agrees that that, if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company [Reserved]. (b) Each Guarantor hereby guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Lender and the Administrative Agent Secured Party and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (1)(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 Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2)(2) all other Obligations from time to time owing to the Secured Parties by any Loan Party or, in the case of each Specified Cash Management Agreements and Specified Swap Agreements, any Restricted Subsidiary Borrower (such Obligations obligations under clauses ‎(1) and ‎(2) being herein collectively called the “Company Guaranteed Obligations” and the “Guarantor Obligations”). The Company Each Guarantor hereby further jointly and severally agrees that that, if any Borrower, Loan Party or, in the case of Specified Cash Management Agreements and Specified Swap Agreements, Restricted Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

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

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) the Obligations principal of and interest on the Loans made by the Lenders to, and the Note(s) held by each Lender of, each of the Parent and the Company and all other amounts from time to time owing to the 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 Borrower 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 (other than such Subsidiary Guarantorb) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such Obligations obligations described in the foregoing clauses (a) and (b) 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 the Parent or the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Obligations Unconditional The obligations of the Subsidiary Guarantors under Section 2.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Credit Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Parent or the Company under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

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

The Guarantee. (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary CALI Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations principal of and interest on the Loans made by the Lenders to, and the Notes held by each Borrower (Lender of, CALI and all other than such Subsidiary Guarantor) amounts from time to time owing to the Lenders or the Administrative Agent by ▇▇▇▇ 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 obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”"CALI GUARANTEED OBLIGATIONS"). The Subsidiary CALI Guarantors hereby further jointly and severally agree that if any Borrower CALI shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower CALI Guaranteed Obligations, the Subsidiary CALI Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower CALI Guaranteed Obligations, the same will CREDIT AGREEMENT be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. It is understood and agreed that neither CasTech nor ▇▇▇▇▇▇ will, at any time prior to the Merger Date, be CALI Guarantors or have any obligations under this Section 6.01(a). (b) The CasTech Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, CasTech and all other amounts from time to time owing to the Lenders or the Administrative Agent by CasTech under this Agreement and under the Notes and by CasTech or any of its Subsidiaries under any of the other Credit Documents, and all obligations of CasTech or any of its Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "CASTECH GUARANTEED OBLIGATIONS"). The CasTech Guarantors hereby further jointly and severally agree that if CasTech shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the CasTech Guaranteed Obligations, the CasTech Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the CasTech Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (c) Each Borrower under the Post-Merger Revolving Credit Facility hereby guarantees to each Post-Merger Revolving Credit Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by such Lenders to, and the Notes held by each Lender of, the other Borrowers under such Facility and all other amounts from time to time owing to the Lenders or the Administrative Agent by such Borrowers under such Facility under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of such Borrowers or any of their respective Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "JOINT OBLIGATIONS" and, collectively with the CALI CREDIT AGREEMENT Guaranteed Obligations and the CasTech Guaranteed Obligations, the "GUARANTEED OBLIGATIONS"). The Borrowers under the Post-Merger Revolving Credit Facility hereby further jointly and severally agree that if any other Borrower under such Facility shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Joint Obligations, the other Borrowers under such Facility will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Joint Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. Each Guarantor hereby jointly and severally guarantees to Lender (a) The Company hereby guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal and interest payable on the Loan, (b) the payment of all other Obligations (including, without limitation, indemnities, fees and interest thereon and all Obligations which, but for the automatic stay under Section 362(a) of each Subsidiary 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 of its Subsidiaries under the Bankruptcy Code, in accordance with and at the rate (including the Default Rate) specified in this Agreement whether or not the claim for such Obligations being herein collectively called interest is allowed as a claim after such filing in any proceeding under the “Company Bankruptcy Code) 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 (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the foregoing (all such principal, interest, obligations, indebtedness, performance, compliance and payments, collectively, the "Guaranteed Obligations”"). The Company Each Guarantor hereby jointly and severally further agrees that if any Subsidiary the Borrower shall fail to pay in full when due (after giving effect to any cure periods) (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time . Each Guarantor's guarantee provided herein is a guarantee of payment or renewal and not of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalcollection. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Subsidiary Guarantors hereby guarantees jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Obligor under any of the other Basic Documents, and all obligations of Borrower or any Subsidiary to any Lender in respect of any Interest Rate Protection Agreement and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each Subsidiary Borrower case strictly in accordance with the terms thereof (such Obligations obligations being herein collectively called the “Company Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Company Subsidiary Guarantors hereby further agrees jointly and severally agree that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

The Guarantee. (a) The Company Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Lender Holder of a Note authenticated and delivered by the Administrative Agent Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Obligations Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”). The Company hereby further agrees that if any Subsidiary Borrower shall fail Issuer to pay the Holders or the Trustee hereunder or thereunder will be paid in full when due or performed, all in accordance with the terms hereof and thereof; and (whether at stated maturity, by acceleration or otherwise2) any of the Company Guaranteed Obligations owing by such Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any Notes or of the Company Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). 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 action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other 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 extent 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 of the Holders 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 between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in 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 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. (b) 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 Subsidiary Guarantors hereby jointly 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 severally guarantee is continuing, the Guarantor shall be entitled to each Lender enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture, this Supplemental Indenture and the Administrative Agent and their respective successors and assigns Notes shall have been paid in full. (d) The Guarantor hereby agrees that the prompt payment in full when due (whether Guarantee provided for hereby shall continue to be effective or be reinstated, as the case may be, if at stated maturityany time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by acceleration a Holder to the Issuer upon the bankruptcy or otherwise) insolvency of the Obligations 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 each Borrower doubt, the Guarantee shall be subject to the limitations set forth in the second paragraph under Section 1401 of the Indenture. (g) As of the Issue Date, there are no guarantors of the Notes other than such Subsidiary the Guarantor. (h) (such Obligations being herein collectively called The Guarantee shall be effective upon the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any authentication of the Subsidiary Borrower Guaranteed Obligations, Notes by the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalTrustee.

The Guarantee. (a) The Company Each Guarantor hereby jointly and severally guarantees to each Lender (and each Affiliate thereof party to any Hedging Agreement or holding any Cash Management Obligations), each Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) of the Guaranteed Obligations of each Subsidiary Borrower (such Obligations being herein collectively called the “Company Guaranteed Obligations”)Guarantor. The Company Each Guarantor hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) any of the Company such Guarantor’s Guaranteed Obligations owing by Obligations, such Subsidiary, the Company Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. . For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (bor an Affiliate thereof) The Subsidiary Guarantors hereby jointly is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and severally guarantee other interests hereunder and, therefore, at the time a claim is to each be made in respect of such Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender and party hereto; provided that such Person shall not be entitled to the benefits of this Section unless, at the time it ceased to be a Lender, it shall have notified the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of each Borrower (other than such Subsidiary Guarantor) (such Obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary Borrower Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Subsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms existence of such extension or renewalHedging Agreement.

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