Common use of Guarantee; Limitation of Liability Clause in Contracts

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each GuarantorThe Guarantor irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety, jointly to the Trustee and severally, hereby absolutely, unconditionally to each Holder of a Security authenticated and irrevocably guarantees delivered by the Trustee the due and punctual payment of the principal of and any premium and interest on such Security (including, in case of default, interest on overdue principal and interest) and including any additional interest required to be paid according to the terms of the Securities or the Indenture, when due, whether at scheduled maturity stated maturity, upon redemption or on any date repayment, upon declaration of a required prepayment acceleration or by acceleration, demand otherwise according to the terms of the Securities or otherwise, the Indenture and the due and punctual performance of all Obligations other obligations of the Borrower and Company to such Holder or the Trustee, all Obligations of each other Guarantor now or hereafter existing under or in respect accordance with the terms of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower Securities and the other Guarantors guaranteed by each Guarantor Indenture (such obligations being the “"Guaranteed Obligations” of such Guarantor"), and agrees to pay any and ---------------------- all expenses (including, without limitation, all including reasonable fees, charges counsel fees and disbursements of counselexpenses) incurred by such Holder or the Administrative Agent or any other Credit Party Trustee in enforcing any rights under this Agreement or any other Loan DocumentGuarantee. Without limiting the generality of the foregoing, each the Guarantor’s Obligations hereunder 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party the Company to any Credit Party such Holder or the Trustee under the Securities or in respect of the Loan Documents Indenture but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Partythe Company because it is the intention of the Guarantor, the Trustee and the Holders that the Guaranteed Obligations should be determined without regard to any rule of law or order that might relieve the Company of any portion of the Guaranteed Obligations.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, of the undersigned hereby absolutely, unconditionally and irrevocably guarantees on a joint and several basis with the other Guarantors the punctual payment when due, whether at scheduled maturity or on any at a date of a required fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnitiesindemnification payments, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party of the Guaranteed Parties in enforcing any rights under this Agreement Guarantee Supplement or any other Loan Documentthe Guarantee, on the terms and subject to the limitations set forth in the Guarantee, as if it were an original party thereto. Without limiting the generality of the foregoing, each Guarantorof the undersigned’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any of the other Loan Party Parties to the Administrative Agent or any Credit Party of the Guaranteed Parties under or in respect of the Loan Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual full and prompt payment and performance when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Secured Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, including any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Secured Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Secured Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges including fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Secured Party in enforcing any rights under this Guarantee Agreement or any other Loan Credit Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party the Company to any Credit Secured Party under or in respect of the Loan Credit Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Partythe Company.

Guarantee; Limitation of Liability. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual payment when duedue and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower Borrowers and all Obligations of each any other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor such obligations being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party Lender in enforcing any rights under this Agreement Guarantee or any other Loan Document, to the extent reimbursable under Section 10.04 of the Credit Agreement. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by the Borrowers or any other Loan Party Guarantor to any Credit Party Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such the Borrowers or any other Loan PartyGuarantor.

Guarantee; Limitation of Liability. (a) Each GuarantorFor valuable consideration, each of the undersigned, jointly and severally, hereby absolutelyunconditionally guarantees and promises to pay to BANK OF AMERICA, unconditionally N.A., as agent for itself and irrevocably guarantees the punctual payment when dueother Secured Parties pursuant to the Credit Agreement, or order to be paid, whether at scheduled maturity or on any earlier date of a required prepayment or by reason of acceleration, demand or otherwise, of any and all Obligations of the Canadian Borrower and all Obligations of each other Guarantor its successors and assigns whether now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counselAttorney Costs) incurred by the Administrative Agent or any other Secured Party (to the extent provided for in the Credit Party Agreement) in enforcing any rights under this Agreement Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party the Canadian Borrower to any Credit Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan PartyCanadian Borrower.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of and the Borrower and punctual performance of, all Obligations of each other Guarantor Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all out-of-pocket expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Lender Party in enforcing any rights under this Agreement Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “"Guaranteed Obligations” of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party Holder in enforcing any rights under this Agreement Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Party Holder under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, of the Guarantors ---------------------------------- jointly and severally, severally hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any at a date of a required fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnitiesindemnification payments, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “"Guaranteed Obligations” of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party of the Guaranteed Parties in enforcing any rights under this Agreement or any other Loan DocumentGuarantee. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder of the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any of the other Loan Party Parties to the Administrative Agent or any Credit Party of the Guaranteed Parties under or in respect of the Loan Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of and the Borrower and punctual performance of, all Obligations of each other Guarantor Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all out-of-pocket expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Lender Party in enforcing any rights under this Agreement Guarantee Supplement, the Subsidiary Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantorthe undersigned’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned hereby absolutely, ---------------------------------- unconditionally and irrevocably guarantees on a joint and several basis with the other Guarantors the punctual payment when due, whether at scheduled maturity or on any at a date of a required fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnitiesindemnification payments, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “"Guaranteed Obligations” of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party of the Guaranteed Parties in enforcing any rights under this Agreement Guarantee Supplement or any other Loan Documentthe Guarantee, on the terms and subject to the limitations set forth in the Guarantee, as if it were an original party thereto. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder the undersigned's liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any of the other Loan Party Parties to the Administrative Agent or any Credit Party of the Guaranteed Parties under or in respect of the Loan Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each GuarantorThe Guarantor irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety, jointly to the Trustee and severally, hereby absolutely, unconditionally to each Holder of a Security authenticated and irrevocably guarantees delivered by the Trustee the due and punctual payment of the principal of and any premium and interest on such Security (including, in case of default, interest on overdue principal and interest) and including any additional interest required to be paid according to the terms of the Securities or the Indenture, when due, whether at scheduled maturity stated maturity, upon redemption or on any date repayment, upon declaration of a required prepayment acceleration or by acceleration, demand otherwise according to the terms of the Securities or otherwise, the Indenture and the due and punctual performance of all Obligations other obligations of the Borrower and Company to such Holder or the Trustee, all Obligations of each other Guarantor now or hereafter existing under or in respect accordance with the terms of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower Securities and the other Guarantors guaranteed by each Guarantor Indenture (such obligations being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all including reasonable fees, charges counsel fees and disbursements of counselexpenses) incurred by such Holder or the Administrative Agent or any other Credit Party Trustee in enforcing any rights under this Agreement or any other Loan DocumentGuarantee. Without limiting the generality of the foregoing, each the Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party the Company to any Credit Party such Holder or the Trustee under the Securities or in respect of the Loan Documents Indenture but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Partythe Company because it is the intention of the Guarantor, the Trustee and the Holders that the Guaranteed Obligations should be determined without regard to any rule of law or order that might relieve the Company of any portion of the Guaranteed Obligations.

Guarantee; Limitation of Liability. (a) Each Subject to the occurrence of and from and after the Closing Date, each Guarantor, jointly and severally, hereby absolutelyfully and, subject to the limitations on the effectiveness and enforceability set forth in Section 11.7, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor Obligor now or hereafter existing under or in respect of the Loan Senior Finance Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party Obligor to any Credit Senior Finance Party under or in respect of the Loan Senior Finance Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan PartyObligor.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Secured Party under or in respect of the Loan Documents Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.. Guaranty Agreement

Guarantee; Limitation of Liability. (a) Each GuarantorFor valuable consideration, jointly the undersigned hereby unconditionally guarantees and severallypromises to pay to the Agent, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when dueor order to be paid, whether at scheduled maturity or on any earlier date of a required prepayment or by reason of acceleration, demand or otherwise, of all Obligations of the Borrower any and all Obligations of any of the U.S. Obligors (as such term is defined in the Credit Agreement) and each other Guarantor of their respective successors and assigns, (each a “U.S. Obligor” and collectively the “U.S. Obligors”) whether now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counselAttorney Costs) incurred by the Administrative Agent or any other Secured Party (to the extent provided for in the Credit Party Agreement) in enforcing any rights under this Agreement Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party U.S. Obligor to any Credit Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan PartyU.S. Obligor.

Guarantee; Limitation of Liability. (a) Each GuarantorFor valuable consideration, jointly the undersigned hereby unconditionally guarantees and severallypromises to pay to the Agent, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when dueor order to be paid, whether at scheduled maturity or on any earlier date of a required prepayment or by reason of acceleration, demand or otherwise, of all Obligations of the Borrower any and all Obligations of any of the U.S. Obligors (as such term is defined in the Credit Agreement) and each other Guarantor of their respective successors and assigns, (each a “U.S. Obligor” and collectively the “U.S. Obligors”) whether now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counselAttorney Costs) incurred by the Administrative Agent or any other Secured Party (to the extent provided for in the Credit Party Agreement) in enforcing any rights under this Agreement Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party U.S. Obligor to any Credit Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan PartyU.S. Obligor.

Guarantee; Limitation of Liability. (a) Each Guarantor, of the --------------------------------------------- Guarantors jointly and severally, severally hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any at a date of a required fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnitiesindemnification payments, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “"Guaranteed Obligations” of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party of the Lender Parties in enforcing any rights under this Agreement or any other Loan DocumentGuarantee. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder of the Guarantors' liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any of the other Loan Party Parties to the Administrative Agent or any Credit Party of the Lender Parties under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any earlier date of a required prepayment or by reason of acceleration, demand or otherwise, of all Canadian Obligations, French Obligations of the Borrower and all ROW Obligations of each other Guarantor Obligor, whether now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counselAttorney Costs) incurred by the Administrative Agent or any other Secured Party (to the extent provided for in the Credit Party Agreement) in enforcing any rights under this Agreement Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party Obligor to any Credit Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan PartyObligor. For the avoidance of doubt, Guaranteed Obligations shall not include Excluded Swap Obligations.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, Exhibit D to Teradata Term Loan Agreement demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of and the Borrower and punctual performance of, all Obligations of each other Guarantor Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “"Guaranteed Obligations” of such Guarantor"), and agrees to pay any and all out-of-pocket expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Lender Party in enforcing any rights under this Agreement Guarantee or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder 's liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Lender Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Secured Party in enforcing any rights under this Agreement or Guaranty Agreement any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual payment when duedue and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower and all Obligations of each any other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor such obligations being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party Lender in enforcing any rights under this Agreement Guarantee or any other Loan Document, to the extent reimbursable under Section 8.2 (Expenses) of the Credit Agreement. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by the Borrower or any other Loan Party Guarantor to any Credit Party Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such the Borrower or any other Loan PartyGuarantor.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Secured Party under or in respect of the Loan Documents Document but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, Exhibit D to Teradata Term Loan Agreement demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the ““ Guaranteed ObligationsObligations ” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of Holdings and each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Party Lender in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Party Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.. Guaranty Agreement

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such GuarantorXxxxxxxxx), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each Guarantor, jointly and severally, The undersigned ---------------------------------- hereby absolutely, unconditionally and irrevocably guarantees on a joint and several basis with the other Guarantors the punctual payment when due, whether at scheduled maturity or on any at a date of a required fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiumspremium, fees, indemnitiesindemnification payments, contract causes of action, costs, expenses or otherwise (the such Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “"Guaranteed Obligations” of such Guarantor"), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party of the Lender Parties in enforcing any rights under this Agreement Guarantee Supplement or any other Loan Documentthe Guarantee, on the terms and subject to the limitations set forth in the Guarantee, as if it were an original party thereto. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder the undersigned's liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any of the other Loan Party Parties to the Administrative Agent or any Credit Party of the Lender Parties under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each a)Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and all Obligations of each other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor being the “Guaranteed Obligations” of such Guarantor), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) incurred by the Administrative Agent or any other Credit Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by any other Loan Party to any Credit Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Guarantee; Limitation of Liability. (a) Each GuarantorGuarantor hereby, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees guarantees, as a primary obligor and not merely as a surety, the full and punctual payment when duedue and performance, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations obligations of the Borrower and all Obligations of each any other Guarantor now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, increases, modifications, substitutions, amendments, amendments and restatements, replacements or renewals of any or all of the foregoing Obligationsobligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (the Obligations of the Borrower and the other Guarantors guaranteed by each Guarantor such obligations being the “Guaranteed Obligations” of such Guarantor”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges fees and disbursements expenses of counsel) incurred by the Administrative Agent or any other Credit Party Lender in enforcing any rights under this Agreement Guarantee or any other Loan Document, to the extent reimbursable under Section 8.2 (Expenses) of the Term Loan Agreement. Without limiting the generality of the foregoing, each Guarantor’s Obligations hereunder liability shall extend to all amounts that constitute part of the Guaranteed Obligations of such Guarantor and would be owed by the Borrower or any other Loan Party Guarantor to any Credit Party Lender under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such the Borrower or any other Loan PartyGuarantor.