Common use of Guarantee Clause in Contracts

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors (other than the Borrowers) hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Control Co-Collateral Agent, for the ratable benefit of the Secured Credit Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations of such Borrower. This is a guarantee Each Borrower hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Control Co-Collateral Agent, for the ratable benefit of the Credit Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and not collection and performance by each other Borrower when due (whether at the liability stated maturity, by acceleration or otherwise) of the Borrower Obligations of each Guarantor is primary and not secondarysuch other Borrower. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor (other than, as to their respective Borrower Obligations, the Borrowers) hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative any Co-Collateral Agent or any Secured other Credit Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all Permitted Hedging Agreements secured hereby other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement any of the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative any Co-Collateral Agent or any other Secured Credit Party from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of any of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until each of the Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full, no Letter of Credit shall be outstanding, outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all Permitted Hedging Agreements secured hereby other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of In order to induce the Guarantors herebyAdministrative Agent and the Lenders to become bound by this Agreement and to make the Loans hereunder to Viacom, jointly and severallyin consideration thereof, Viacom International hereby unconditionally and irrevocablyirrevocably guarantees, guarantees as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsLenders, the prompt and complete payment and performance by the Borrower and the Guarantors Viacom when due (whether at the stated maturity, by acceleration or otherwise) of the Viacom Obligations. This is a guarantee , and Viacom International further agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of payment and not collection and counsel) which may be paid or incurred by the liability Administrative Agent or by the Lenders in enforcing, or obtaining advice of each Guarantor is primary and not secondary. (b) Anything herein or counsel in respect of, any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and their rights under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such GuarantorSection 8.2(a). The guarantee contained in this Article II Section 8.2(a), subject to Section 8.2(e), shall remain in full force and effect until all the Viacom Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations prior thereto Viacom may be outstanding. (e) free from any Viacom Obligations. Viacom International agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Section 8.2, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Section 8.2 for such purpose. No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Viacom or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Viacom or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Viacom Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shallViacom International under this Section 8.2 which, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, shall remain liable for the unpaid and outstanding Viacom Obligations up until, subject to Section 8.2(e), the Viacom Obligations are paid in full and the Commitments are terminated. Notwithstanding any other provision herein, the maximum liability of such Guarantor hereunder until Viacom International under this Section 8.2 shall in no event exceed the Obligations are paid in full, no Letter of Credit shall amount which can be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedguaranteed by Viacom International under applicable law.

Guarantee. (a) Each Subject to the provisions of paragraph 2(b), the Guarantors herebyGuarantor, jointly as primary obligor and severallynot merely as surety, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentTrustees and their respective successors and assigns, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment The Guarantor, as primary obligor and not collection merely as surety, further agrees to pay any and all reasonable expense (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the liability Trustees in enforcing any rights to, or collecting, any or all of each the Secured Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor is primary and not secondaryunder this Guarantee. (b) Anything herein herein, in the Trust Agreement or in any other Loan Secured Instrument or Security Document to the contrary notwithstanding, the maximum liability of each the Guarantor hereunder hereunder, and under any other document, agreement or instrument entered into in connection with the other Loan Documents Trust Agreement or the Secured Obligations, shall in no event exceed the maximum aggregate amount which can be guaranteed by such Guarantor under applicable federal and state laws relating equal to the insolvency largest amount that would not render its obligations hereunder and thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of debtorsTitle 11 of the United States Code or any applicable provisions of comparable state law. (c) Each This Guarantee shall remain in full force and effect until the Secured Obligations are paid and performed in full and all Secured Obligation Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Secured Obligations. (d) The Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent Trustees or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment or payments made by the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent Trustees or any other Secured Party from the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such the Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such the Guarantor hereunder until the Secured Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Secured Obligation Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsGuaranteed Parties, the prompt and complete payment payment, and not collection, and performance by the Borrower Company and the Guarantors each Subsidiary Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) and at all times thereafter, of the all Guaranteed Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Parties hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Guaranteed Obligations shall have been satisfied by payment paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations the Company and/or one or more of the Subsidiary Borrowers may be outstandingfree from any Guaranteed Obligations. (e) No payment made by the Company, any Subsidiary Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Guaranteed Party from the Company, any Subsidiary Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the substantial direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, which will be used in part to enable the Borrower to make valuable transfers to the Guarantors in connection with the operation of their respective businesses, each Guarantor, which is a Subsidiary of the Borrower, hereby agrees with the Secured Parties as follows: each of the Guarantors hereby, jointly and severally, unconditionally and irrevocablyirrevocably guarantees as primary obligor and not merely as surety, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the full and prompt and complete payment and performance by the Borrower and the Guarantors when due (due, whether at the stated upon maturity, by acceleration or otherwise) , of any and all of the Obligations. If any or all of the Obligations of the Credit Parties to the Secured Parties becomes due and payable hereunder, each Credit Party irrevocably and unconditionally promises to pay such indebtedness to the Secured Parties, or order, on demand, together with any and all expenses which may be incurred by the Secured Parties in collecting any of the Obligations. This Guarantee is a guarantee guaranty of payment and not collection of collection. If claim is ever made upon any Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected in good faith by such payee with any such claimant (including any Credit Party), then and in such event each Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Guarantee or other instrument evidencing any liability of the Credit Parties, and each Guarantor Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For the avoidance of doubt, each Credit Party expressly accepts and confirms for the purposes of articles 1278 to 1281 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Agreement, the guarantee given by it guarantees all Obligations (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any security interest created under any Security Document to which it is primary and not secondarya party shall be preserved for the benefit of any new Secured Party. (b) Anything herein Each Credit Party further agrees to pay any and all reasonable, document and invoiced out-of-pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or in incurred by the Administrative Agent or any other Loan Document to Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the contrary notwithstandingObligations and/or enforcing any rights with respect to, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by or collecting against, such Guarantor under applicable federal and state laws relating to the insolvency of debtorsthis Guarantee. (c) Each Guarantor agrees that the Obligations may may, subject to Section 15.12 (Luxembourg Guarantee Limitations) and Section 15.13 (UK Guarantee Limitations), at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Secured Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, 1.1 The Guarantor as primary obligor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Beneficiary the ratable benefit due and punctual payment by the Obligor of all monies that are or may become due from the Obligor under or in respect of the Secured Parties Guaranteed Agreement including without limitation the principal of and each interest on the loan made under the Guaranteed Agreement and any damages or other liability in respect of their respective successors, endorsees, transferees any breach of the Guaranteed Agreement (the “Guaranteed Amounts”). 1.2 If and assignswhenever the Obligor defaults for any reason whatsoever in the payment of any Guaranteed Amount, the prompt and complete Guarantor shall forthwith upon demand pay (or procure the payment and performance of) the Guaranteed Amount in regard to which such default has been made in the manner prescribed by the Borrower Guaranteed Agreement and so that the Guarantors when due (whether at same benefits shall be conferred on the stated maturity, Beneficiary as it would have received if the Guaranteed Amounts had been duly paid by acceleration or otherwise) of the Obligations. Obligor. 1.3 This deed is a guarantee of payment in addition to and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in substitution for any other Loan Document to security which the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations Beneficiary may at any time and from time to time exceed the amount hold for payment of the liability of Guaranteed Amounts and may be enforced without first having recourse to any such Guarantor hereunder security and without impairing taking any steps or proceedings against the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunderObligor. (d) Each 1.4 As a separate and independent stipulation the Guarantor agrees that if the maturity of any of the Obligations is accelerated Guaranteed Amounts which may not be recoverable from or enforceable against the Obligor by bankruptcy reason of any legal limitation, disability or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand incapacity on or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Obligor, the invalidity of the Guaranteed Agreement, no Obligations may be outstanding. (e) No payment made the Obligor not being legally bound by the BorrowerGuaranteed Agreement for failure of it being properly executed and delivered, any of the Guarantors, any other guarantor or any other Person fact or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment circumstance (other than proper payment or performance, binding written waiver by the Beneficiary, or any payment made limitation imposed by such the Guaranteed Agreement) shall nevertheless be recoverable from the Guarantor as though the same had been owed by the Guarantor and the Guarantor were the sole or principal obligor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit thereof and shall be outstanding, and all Permitted Hedging Agreements secured hereby and paid by the Credit Agreement and the Aggregate Commitments are terminatedGuarantor forthwith upon demand.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace or cure periods) of the Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any Issuer Obligation when and as the same shall become due, but after giving effect to all applicable grace or cure periods, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and shall forthwith pay, or cause to be paid, to the Trustee for distribution to the applicable Secured Parties in accordance with the Indenture, in cash, the amount of such unpaid Issuer Obligations. This is a guarantee of payment and not collection and the liability merely of each Guarantor is primary and not secondarycollection. (b) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Issuer Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment date (the “Termination Date”) on which this Agreement ceases to be of further effect in full, no Letter accordance with Article XII of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedBase Indenture, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Issuer may be outstandingfree from any Issuer Obligations. (e) No payment made by the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Trustee or any other Secured Party from the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Issuer Obligations or any payment received or collected from such Guarantor in respect of the Issuer Obligations), remain liable hereunder for the Issuer Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Foreign Subsidiary Borrowers (the “Subsidiary Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor The Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor the Company hereunder that would exist in the absence of this Article X without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Subsidiary Obligations shall have been satisfied by payment in fullfull in immediately available funds, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Guarantee the Credit Agreement, no Obligations Foreign Subsidiary Borrowers may be outstandingfree from any Subsidiary Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor the Company hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor the Company in respect of the Subsidiary Obligations or any payment received or collected from such Guarantor the Company in respect of the Subsidiary Obligations), remain liable for the Subsidiary Obligations up to the maximum liability of such Guarantor hereunder until the Subsidiary Obligations are paid in fullfull in immediately available funds, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the Secured Parties and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in fullfull (other than contingent or indemnification obligations not then asserted or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be have been terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No Except as provided in Section 8.15, no payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are shall have been paid in fullfull (other than contingent or indemnification obligations not then asserted or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are shall have been terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, (i) absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, Agent for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations and (ii) indemnifies and holds harmless the Administrative Agent and each Lender from, and agrees to pay to the Administrative Agent and each Lender, all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or such Lender in enforcing any of its rights under this Agreement. This The guarantee in this Section 2.1 is a guarantee continuing guarantee, and shall apply to all Obligations owing at any time whenever arising or incurred and shall remain in full force and effect until the Obligations have been indefeasibly paid in full in cash. Each Guarantor agrees that notwithstanding any stay, injunction or other prohibition preventing the payment by the Borrower of payment all or any portion of the Borrower Obligations and notwithstanding that all or any portion of the Borrower Obligations may be unenforceable or not collection allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower, such Borrower Obligations shall nevertheless be due and payable by such Guarantor for the liability purposes of each Guarantor is primary and not secondarythis Agreement at the time such Borrower Obligations would by payable by the Borrower under the provisions of the Credit Agreement. Notwithstanding the foregoing, any enforcement of this Agreement with respect to the rights of any Lender may be accomplished by the Administrative Agent acting on behalf of such Lender. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2.1 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2.1 shall have been satisfied by indefeasible payment in fullfull in cash, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until until, subject to Section 2.6, the Borrower Obligations are indefeasibly paid in fullfull in cash, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. 2.1 The Guarantor hereby irrevocably, unconditionally, and as principal obligor : (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for Lender the ratable benefit of the Secured Parties due and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and punctual performance by the Borrower and of all its obligations under the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.CLA; (b) Anything herein undertakes to the Lender that whenever the Borrower does not pay any amount when due to the Lender (in particular the Loan or interest thereon) under or in any other Loan Document connection with the CLA, that the Guarantor shall forthwith on demand by the Lender pay that amount as if the Guarantor instead of the Borrower were expressed to be the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.principal obligor; (c) Each Guarantor agrees that indemnifies the Obligations may at Lender on demand against any time and loss or liability suffered by the Lender, from time to time exceed time, in connection with or as a direct or indirect result of: (i) the Borrower failing to pay any amount expressed to be payable under the CLA on the date when it ought to have been paid; (ii) any breach, default or failure by the Borrower to duly and punctually perform and observe any of its obligations under the liability of such CLA; and (iii) any obligation guaranteed by the Guarantor hereunder without impairing being or becoming void, voidable, unenforceable, invalid or illegal as against the guarantee contained in this Article II Borrower for any reason whatsoever, whether or affecting not known to the rights and remedies of the Administrative Agent or any Secured Party hereunder.Lender; and (d) Each agrees with the Lender that if, for any reason, any amount claimed by the Lender under this Clause 2.1 is not recoverable on the basis of a guarantee, the Guarantor agrees that if will be liable to indemnify the maturity Lender against any and all Losses the Lender incurs as a result of a failure by the Borrower to make any form of payment pursuant to the Obligations CLA in accordance with the terms therein. 2.2 This Guarantee is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this a continuing guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II and shall remain in full force and effect until all the Obligations shall Guaranteed Liabilities have been fully and irrevocably paid, discharged, satisfied by payment in fullfull and/or performed in accordance with the CLA, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue regardless of any action intermediate payment or proceeding or any set-off or appropriation or application at any time or from time to time discharge in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedpart.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Borrowers and the Guarantors each other Loan Party when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under any applicable federal and state laws Law relating to fraudulent conveyances, fraudulent transfers, or the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 10.02). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of the liability of such Guarantor hereunder under Section 10.01(b) without impairing the guarantee contained in this Article II X or affecting the rights and remedies of the Administrative Agent or any Secured Party Parties hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II X shall remain in full force and effect until all the Obligations (other than any contingent indemnification obligations not then due) shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby (except to the extent that the Letters of Credit have been Cash Collateralized or otherwise supported, in each case, on terms satisfactory to the Administrative Agent), and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by the BorrowerBorrowers, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the BorrowerBorrowers, any of the Guarantors, any other guarantor 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 Obligations shall be deemed to modify, reduce, release release, modify or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (other than any contingent indemnification obligations not then due) are paid in full, no Letter of Credit shall be outstandingoutstanding (except to the extent that the Letters of Credit have been Cash Collateralized or otherwise supported, in each case, on terms satisfactory to the Administrative Agent), and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lender and each of their respective its successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein The Guarantor further agrees to pay any and all expenses (including all fees and disbursements of counsel) which may be paid or incurred by the Lender in enforcing, or obtaining advice of counsel in respect of, any other Loan Document to the contrary notwithstandingrights with respect to, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at or collecting, any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorArticle. The guarantee contained in this This Article II shall remain in full force and effect until all the Obligations and the obligations of the Guarantor under the guarantee contained in this Article shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments Commitment shall be terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstandingfree from any Obligations. (ec) No payment or payments made by the Borrower, any of the GuarantorsCredit Party, any other guarantor or any other Person or received or collected by the Administrative Agent Lender from any collateral security or any other Secured Credit Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable hereunder for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are Commitment is terminated. (d) The Guarantor agrees that whenever, at any time or from time to time, it shall make any payment to the Lender on account of its liability hereunder, it will notify the Lender in writing that such payment is made under this Article for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Secured Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment Payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingFull. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid Payment in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedFull.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Primary Obligations. This is a guarantee of payment and performance when due and not collection of collection, and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document Secured Agreement to the contrary notwithstanding, the maximum liability of each Guarantor (other than the Borrower) hereunder and under the other Loan Documents Secured Agreements shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Collateral Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Primary Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment Payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedFull, notwithstanding that from time to time during the term of the Credit Agreement, Agreement no Primary Obligations may be outstanding. (e) No payment made by the Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, Guarantors any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the any Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the any Primary Obligations or any payment received or collected from such Guarantor in respect of the any Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid Payment in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedFull.

Guarantee. (ai) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative AgentLender, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Credit Parties when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPrimary Obligations now or hereafter existing, whether for principal, interest (including interest accruing at any post-default rate and 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), fees, commissions, expense reimbursements, indemnifications or otherwise. This is a guarantee of payment and performance when due and not collection of collection, and the liability of each Guarantor is primary and not secondary. (bii) Anything herein or in any other Loan Note Document to the contrary notwithstanding, the maximum liability of each Guarantor (other than the Company) hereunder and under the other Loan Note Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 13(b). (ciii) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 13 or affecting the rights and remedies of the Administrative Agent Lender or any Secured Party hereunder. (div) Each Guarantor agrees that if the maturity of any of the Primary Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 13 shall remain in full force and effect until all the Obligations shall have been satisfied by payment Payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingFull. (ev) No payment made by the BorrowerCompany, any other Credit Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Lender or any other Secured Party from the BorrowerCompany, any other Credit Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the any Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the any Primary Obligations or any payment received or collected from such Guarantor in respect of the any Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid Payment in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedFull.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and or the Guarantors Subsidiaries of the Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the External Sharing Debt Obligations and the obligations of each Guarantor in respect of the Borrower Obligations and the External Sharing Debt Obligations under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreements the Borrower may be outstandingfree from any Borrower Obligations or External Sharing Debt Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations, Obligations in respect of Secured Hedge Agreements and Cash Management Obligations) of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, the Commitments have been terminated and either no Letter of Credit shall be outstanding and all Permitted Hedging Agreements or each outstanding Letter of Credit has been cash collateralized so that it is fully secured hereby and to the Credit Agreement and reasonable satisfaction of the Aggregate Commitments shall be terminatedAdministrative Agent, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement any Loan Party may be outstandingfree from any of the Obligations. (e) No Except as provided in Section 4.14, no payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, the Commitments have been terminated, and either no Letter Letters of Credit shall be outstanding, and all Permitted Hedging Agreements outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured hereby and to the Credit Agreement and reasonable satisfaction of the Aggregate Commitments are terminatedAdministrative Agent.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for Agent and the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee , in lawful money of payment and not collection the United States or any other Agreed Currency in which such Obligations may be payable, and the liability Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of each Guarantor is primary and not secondary. (bcounsel) Anything herein which may be paid or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed incurred by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorGuarantee. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Revolving Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstandingfree from any Obligations. This Guarantee is a guarantee of payment when due and not of collection. (eb) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor 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 Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such the Guarantor in respect of the Obligations or any payment payments received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Revolving Credit Agreement and the Aggregate Commitments are terminated. (c) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each Guarantor and, by its acceptance hereof, each Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law or Canadian or United States federal, provincial or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effect the foregoing intention, the Holders and each Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Guarantors obligations of such other Guarantor under its Guarantee or pursuant to Section 12.1(c), result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any such federal, provincial or state law. (b) Each Guarantor hereby, jointly and severally, fully, absolutely, unconditionally and irrevocablyirrevocably guarantees, guarantees to each Holder, and to the Administrative Agent, for the ratable benefit Trustee in its individual capacity and on behalf of the Secured Parties and each of their respective successors, endorsees, transferees and assignsHolder, the prompt and complete punctual payment and performance when due of all present and future Indenture Obligations which, for purposes of its Guarantee, shall also be deemed to include (to the extent not otherwise included) all commissions, fees, charges, costs, liabilities and other expenses (including reasonable legal fees and disbursements of counsel) arising out of or incurred by the Borrower Trustee or the Holders in connection with the enforcement of any Guarantee, and agrees to indemnify and hold harmless each Holder and the Guarantors Trustee from all losses, damages, costs, expenses and liabilities suffered or incurred by the Holders and the Trustee resulting or arising from or relating to any failure by the Issuer to unconditionally and irrevocably pay in full or fully perform the Indenture Obligations as and when due (whether at due; provided that the stated maturity, by acceleration or otherwise) amount of such indemnification shall not exceed the amount of such Indenture Obligations. Without limiting the generality of the Obligationsforegoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Issuer to such Holder or the Trustee under the Notes or this Indenture but for the fact that they are unenforceable, reduced, limited, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Issuer. This is Each Guarantee shall be a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorscollection. (c) Each Guarantor agrees that In order to provide for just and equitable contribution among the Obligations may at any time Guarantors, the Guarantors agree, among themselves and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated not for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all limiting the Obligations shall have been satisfied by payment in full, no Letter absolute, unconditional and irrevocable nature of Credit their guarantee, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding Guarantor shall be outstanding and all Permitted Hedging Agreements secured hereby and entitled to a contribution from each other Guarantor (if any) in a pro rata amount based on the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term portion of the Credit AgreementConsolidated Tangible Assets that is attributable to each Guarantor (including the Funding Guarantor) for all payments, no Obligations may be outstanding. (e) No payment made damages and expenses incurred by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Funding Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up discharging its obligations pursuant to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedits Guarantee.

Guarantee. (a) Each of In order to induce the Guarantors Lenders to extend credit hereunder and in consideration therefor, each Guarantor hereby, jointly and severally, unconditionally and irrevocablyirrevocably guarantees, guarantees as a primary obligor and not merely as a surety, the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Agreement or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of the Borrower or any other person. The obligations of either Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of either Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of either Guarantor or otherwise operate as a discharge of either Guarantor as a matter of law or equity. Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against either Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, for forthwith pay, or cause to be paid, in immediately available Dollars the ratable benefit amount of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligationssuch unpaid Obligation. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. debtors (c) after giving effect to the right of contribution established in the paragraph below). Each Guarantor hereby agrees that to the Obligations may at extent that either Guarantor shall have paid more than its proportionate share of any time payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from time and against the other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to time exceed the amount terms and conditions of the liability following paragraph. The provisions of such this paragraph shall in no respect limit the obligations and liabilities of either Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of to the Administrative Agent or any Secured Party hereunder. (d) Each and the Lenders, and each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time liable to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from and the Borrower, any of Lenders for the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made full amount guaranteed by such Guarantor hereunder. Upon payment by either Guarantor of any sums as provided above, all rights of either Guarantor against the Borrower arising as a result thereof by way of subrogation or otherwise shall in respect all respects be subordinated and junior in right of payment to the Obligations or any prior indefeasible payment received or collected from such Guarantor in respect full of all the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Guaranteed Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Guaranteed Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article ARTICLE II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in fullfull in cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and all Permitted Hedging Agreements secured hereby and the Credit Agreement and of the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in fullfull in cash, no Letter of Credit shall be outstanding, is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and all Permitted Hedging Agreements secured hereby and the Credit Agreement and of the Aggregate Commitments are terminated.

Guarantee. The Guarantor hereby unconditionally guarantees to the Holders from time to time of the Securities (a) Each the full and prompt payment of the Guarantors herebyprincipal of and any premium on any Security when and as the same shall become due, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturitymaturity thereof, by acceleration acceleration, redemption or otherwise) of the Obligations. This is a guarantee of payment otherwise and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein the full and prompt payment of any interest on any Security when and as the same shall become due. Each payment by the Guarantor with respect to any Security shall be paid in the currency specified in this Indenture or in the related Certified Resolution or Supplemental Indenture for payments on such Security. Each and every default in the payment of the principal of or interest or any other Loan Document premium on any Security shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The obligations of the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall be absolute and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal unconditional and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations entire principal of and interest and any premium on the Securities shall have been satisfied by paid or provided for in accordance with the provisions of this Indenture, and such payment in fullshall not be affected, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and modified or impaired upon the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that happening from time to time during the term of any event, including without limitation any of the Credit Agreementfollowing, no Obligations may be outstanding.whether or not with notice to, or the consent of, the Guarantor: (a) the waiver, surrender, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Company under this Indenture or the Securities; (b) the failure to give notice to the Guarantor of the occurrence of an Event of Default; (c) the waiver, compromise or release of the payment, performance or observance by the Company or the Guarantor of any or all of the obligations, covenants or agreements of either of them contained in this Indenture; (d) the extension of the time for payment of any principal of or interest or any premium on any Security or for any other payment under this Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of this Indenture; (e) No payment made by the Borrowermodification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Indenture or the Securities; (f) the taking or the omission of any of the Guarantorsactions referred to in this Indenture and any of the actions under the Securities; (g) any failure, omission, delay or lack on the part of the Trustee to enforce, assert or exercise any other guarantor right, power or remedy conferred on the Trustee in this Indenture, or any other Person act or received acts on the part of the Trustee or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or Holders from time to time in reduction of or in payment of the Obligations Securities; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Guarantor, or the Company or any of the assets of any of them, or any allegation or contest of the validity of the Guarantee in any such proceeding; (i) to the extent permitted by law, the release or discharge by operation of law of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Indenture; (j) to the extent permitted by law, the release or discharge by operation of law of the Company from the performance or observance of any obligation, covenant or agreement contained in this Indenture; (k) the default or failure of the Guarantor or the Trustee fully to perform any of its obligations set forth in this Indenture or the Securities; or (l) the invalidity of this Indenture or the Securities or any part of any thereof. No set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or nature which the Guarantor has or may have against the Trustee shall be deemed available hereunder to modify, reduce, release the Guarantor against the Trustee to reduce the payments of the Guarantor under this Section 4.01. The Guarantor assumes responsibility for being and remaining informed of the financial condition of the Company and of all other circumstances bearing upon the risk of nonpayment of amounts owing under the Securities which diligent inquiry would reveal and agrees that the Holders of the Securities shall have no duty to advise the Guarantor of information known to any of them regarding such condition or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedcircumstances.

Guarantee. To induce the Guaranteed Party to enter into the LNG Terminal Use Agreement dated as of September 2, 2004 (athe “Agreement”) Each of with TOTAL LNG USA, INC. (the Guarantors hereby“Company”), jointly and severallythe Guarantor absolutely, unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentGuaranteed Party and its successors and permitted assigns the prompt payment of all amounts that become due and payable (subject to any applicable grace period) by the Company to the Guaranteed Party under the Agreement from and after the “Commercial Start Date” as such term is defined in the Agreement, for the ratable benefit including payment obligations in respect of any breach of the Secured Parties and each of their respective successors, endorsees, transferees and assignsAgreement by the Company after the Commercial Start Date (collectively, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity“Obligations”); provided, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstandinghowever, the maximum Guarantor’s total liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment respect of the Obligations shall be deemed a cumulative maximum amount of Two Billion Five Hundred Million U.S dollars ($2,500,000,000) (the “Maximum Guaranteed Amount”). All amounts paid by or on behalf of the Company pursuant to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor Agreement in respect of the Obligations shall be included in determining whether the Maximum Guaranteed Amount has been reached and shall count towards the satisfaction thereof for all purposes of this Guarantee. Notwithstanding anything to the contrary, the following are excluded from the definition of Obligations and the Guarantor shall have no liability in respect thereof: obligations to pay the Guaranteed Party or third parties for claims or by way of indemnity or contribution for claims arising in tort or strict liability, or claims for damages to property of the Guaranteed Party or any payment received third party or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up personal injury to the maximum liability Guaranteed Party’s or any third party’s employees, agents or contractors under the laws of such any jurisdiction. For the avoidance of doubt, in no event shall Guarantor hereunder have any obligation under the Guarantee unless and until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedCommercial Start Date occurs.

Guarantee. (a) Each Upon the terms and subject to the conditions of this Agreement, each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingfull in cash. (e) No payment made by the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedfull in cash.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Company when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations. This is . (b) Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not collection of collection, and waives any right to require that any resort be had by the liability Collateral Agent or any other Secured Party to any security held for the payment of each Guarantor is primary and not secondarythe Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Company or any other Person. (bc) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (cd) Each Guarantor agrees that the Company Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II ARTICLE 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Secured Party hereunder. (de) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II ARTICLE 2 shall remain in full force and effect until all the Guarantor Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingFully Satisfied. (ef) No payment made by the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Company Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Company Obligations or any payment received or collected from such Guarantor in respect of the Company Obligations), remain liable for the Company Obligations up to the maximum liability of such Guarantor hereunder until the Company Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors herebyCFC and CHL (each, jointly and severally, a “Guarantor”) hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors other when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the other hereunder (with respect to such Guarantor, the “Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 8.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II VIII or affecting the rights and remedies of the Managing Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Article VIII shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, no Obligations Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees as a primary obligor and not merely as surety to the Administrative Shared Collateral Agent, for the ratable benefit of the Shared Collateral Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the its respective Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Shared Collateral Agent or any Shared Collateral Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding full and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate any Incremental Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of each Credit Agreement the Credit Agreement, no Obligations applicable Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Shared Collateral Agent or any other Shared Collateral Secured Party from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit full and any Incremental Revolving Commitments shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors Master Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Master Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Master Issuer to pay any Master Issuer Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and shall forthwith pay, or cause to be paid, to the Trustee for distribution to the applicable Secured Parties in accordance with the Indenture, in cash, the amount of such unpaid Master Issuer Obligation. This is a guarantee of payment and not collection and the liability merely of each Guarantor is primary and not secondarycollection. (b) Anything herein or in any other Loan Related Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Related Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Master Issuer Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment date (the “Termination Date”) on which this Agreement ceases to be of further effect in full, no Letter accordance with Article XII of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedBase Indenture, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Master Issuer may be outstandingfree from any Master Issuer Obligations. (e) No payment made by the BorrowerMaster Issuer, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Trustee or any other Secured Party from the BorrowerMaster Issuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Master Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Master Issuer Obligations or any payment received or collected from such Guarantor in respect of the Master Issuer Obligations), remain liable hereunder for the Master Issuer Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors herebyCHL and CFC (each, jointly and severally, a "Guarantor") hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors other when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the other hereunder (with respect to such Guarantor, the "Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary"). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 8.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II VIII or affecting the rights and remedies of the Managing Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Article VIII shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, no Obligations Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances, transfers or the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if Subject to Section 8.15 hereof, the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by full and final payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby cash and the Credit Agreement Initial Term Loan Commitment and the Aggregate Commitments Subsequent Term Loan Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement Initial Term Loan Commitment and the Aggregate Commitments Subsequent Term Loan Commitment are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Term Loan Agreement and the Aggregate Commitments shall be has terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Term Loan Agreement and the Aggregate Commitments are has terminated.

Guarantee. 10.1 The Guarantor, as primary obligor, hereby unconditionally and irrevocably: (a) Each guarantees by way of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees continuing guarantee to the Administrative Agent, for Seller the ratable benefit due and punctual performance and observance by the Buyer of the Secured Parties all its obligations under or pursuant to this Agreement and each of their respective successors, endorsees, transferees and assigns, other Transaction Document (the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the “Buyer’s Guaranteed Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.”); (b) Anything herein agrees that if and each time that the Buyer defaults for any reason whatsoever in the performance of any of the Buyer’s Guaranteed Obligations, the Guarantor shall on demand as principal debtor and primary obligor (without requiring the Seller to first take steps against the Buyer or in any other Loan person), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Buyer’s Guaranteed Obligations in respect of which such default has occurred, in the manner prescribed under this Agreement or any other Transaction Document to so that the contrary notwithstanding, same benefits would be conferred on the maximum liability of each Guarantor hereunder Seller as if the Buyer’s Guaranteed Obligations have been duly performed and under satisfied by the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.Buyer; and (c) Each Guarantor agrees that this guarantee is in addition to and without prejudice to and is not in substitution for any rights which the Obligations Seller may at have or hold for the performance and observance of the Buyer’s Guaranteed Obligations. 10.2 The Guarantor’s obligations under this Clause shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time and from time to time exceed or indulgence granted to, or composition with, the amount Buyer or any other person; (b) any taking, variation, renewal or release of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent Buyer’s Guaranteed Obligations or any Secured Party hereunder.right, guarantee, remedy or security from or against the Buyer or any other person; (c) any neglect to perfect or enforce the Agreement, any other Transaction Document or any right, guarantee, remedy or security from or against the Buyer or any other person; or (d) Each Guarantor agrees that if the maturity of any unenforceability or invalidity of the Obligations is accelerated by bankruptcy or otherwiseBuyer’s Guaranteed Obligations, such maturity shall also be deemed accelerated for the purpose of so that this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit Clause 10 shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, construed as if there were no Obligations may be outstandingsuch unenforceability or invalidity. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Guaranteed Document to the contrary notwithstanding, the maximum liability Obligations of each Guarantor hereunder and under the other Loan Guaranteed Documents shall be limited to the maximum amount as will result in no event exceed the amount which can be guaranteed by Obligations of such Guarantor under applicable federal and state laws relating this Agreement not constituting a fraudulent transfer or fraudulent conveyance for purposes of any Debtor Relief Law to the insolvency extent applicable to this Agreement and the Obligations of debtorseach Guarantor hereunder (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article ARTICLE II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding full in cash and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, are terminated notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, full in cash and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments have expired or are terminated.

Guarantee. (a) Each The Guarantor irrevocably and unconditionally guarantees the due and punctual payment of principal of, and premium, if any, and interest (including interest accruing during the Guarantors herebypendency of any bankruptcy, jointly and severallyinsolvency, unconditionally and irrevocablyreceivership or other similar proceeding, guarantees to the Administrative Agentregardless of whether allowed or allowable in such proceeding) on, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from him and that he will remain bound upon his guarantee notwithstanding any extension or renewal of any Obligation. (b) This is Guarantee constitutes a guarantee of payment and the Bank shall not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein have any obligation to enforce any Loan Document or in any other Loan Document agreement or document with respect to the contrary notwithstandingObligations or exercise any right or remedy with respect to any collateral security thereunder by any action, including, without limitation, making or perfecting any claim against any Person or any collateral security for any of the Obligations prior to being entitled to the benefits of this Guarantee. The Bank may, at its option, proceed against the Guarantor, or any other guarantor, in the first instance to enforce the Obligations without first proceeding against the Borrowers or any other Person, and without first resorting to any other rights or remedies, as the Bank may deem advisable. In furtherance hereof, if the Bank is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Obligation in accordance with its terms, the maximum liability of each Bank shall be entitled to receive hereunder from the Guarantor hereunder and under after demand therefor, the other Loan Documents shall in no event exceed the amount sums which can be guaranteed by would have been otherwise due had such Guarantor under applicable federal and state laws relating to the insolvency of debtorscollection or enforcement not been prevented or hindered. (c) Each Guarantor agrees It is understood that the Obligations may at any time and from time to time exceed while the amount of the liability of such Guarantor hereunder without impairing the guarantee contained Obligations is not limited, if, in this Article II any action or proceeding involving any state or federal bankruptcy, insolvency or other law affecting the rights and remedies of creditors generally, this Guarantee would be held or determined to be void, invalid or unenforceable on account of the Administrative Agent amount of the aggregate liability of the Guarantor under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the aggregate amount of such liability shall, without any further action of the Guarantor, the Bank shall be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or any Secured Party hereunderproceeding. (d) Each Guarantor agrees that if the maturity of any The obligations hereunder of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for Guarantor are joint and several with the purpose obligations of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect if any) of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each 9.1.1 The Borrower and each of the Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Administrative Agent and the Lenders and each of their respective permitted successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, provided, however, that each of the Guarantors shall be jointly and severally liable under this Article for the maximum amount of such liability that can be hereby incurred without rendering this Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This is a guarantee of payment and not collection and the liability of the Borrower and each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. 9.1.2 The guarantee contained in this Article II shall remain in full force and effect until at all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be times when Loans are outstanding. (e) 9.1.3 No payment made by the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person Person, or received or collected by the Administrative any Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person 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 Obligations shall shall, except to the extent of such payment, be deemed to modify, reduce, release or otherwise affect the liability of any the Borrower or such Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Obligations or any payment received or collected from the Borrower or such Guarantor in respect of the Obligations), remain liable for the Obligations up (except to the extent of such payment). 9.1.4 The Borrower and each Guarantor hereby unconditionally and irrevocably agree that in the event any payment shall be required to be made to any Agent or any Lender hereunder or under any other guaranty, the Borrower or such Guarantor will contribute, to the maximum liability extent permitted by law, such amounts to each other Guarantor or Borrower so as to maximize the aggregate amount paid to such Agent or Lender under or in respect of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedLoan Documents.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is Each Guarantor agrees that its guarantee hereunder constitutes a guarantee guaranty of payment and not collection and the liability of each Guarantor is primary performance when due and not secondaryof collection, and waives any right to require that any resort be made by the Administrative Agent or the Secured Parties to any of the Collateral, any other Person or any other security. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Secured Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedTermination Date, notwithstanding that from time to time during the term of the Credit Agreement, no Secured Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Agent and the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein The Guarantor further agrees to pay any and all expenses (including all fees and disbursements of counsel) which may be paid or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed incurred by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorArticle. The guarantee contained in this This Article II shall remain in full force and effect until all the Obligations and the obligations of the Guarantor under the guarantee contained in this Article shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstandingfree from any Obligations. (ec) No payment or payments made by the Borrower, any of the GuarantorsCredit Party, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Lender from any Credit Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable hereunder for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full. (d) The Guarantor agrees that whenever, no Letter at any time or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of Credit shall be outstandingits liability hereunder, it will notify the Administrative Agent and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedsuch Lender in writing that such payment is made under this Article for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders, and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (ba) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such the Guarantor under applicable federal Federal and state laws relating to the insolvency of debtors. (cb) Each The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guarantee contained in this Article II Section 7 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, no Obligations Borrowers may be outstandingfree from any Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the Guarantors, any other guarantor 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 Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Guarantor in respect of the Obligations or any payment received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors herebyGuarantor guarantees, jointly and severally, unconditionally and irrevocably, guarantees as primary obligor and not merely as surety, with the other Guarantors, to the Administrative Agent, Collateral Agent for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt due and complete punctual payment and performance by of the Borrower and the Guarantors when due Obligations (whether at the stated maturity, by acceleration or otherwise) ). Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations. This is a , and also waives notice of acceptance of its guarantee and notice of payment and not collection and the liability of each Guarantor is primary and not secondaryprotest for nonpayment. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, (i) the maximum liability of each Guarantor hereunder and under the other Loan Documents and any Secured Hedge Agreements shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors and (ii) the maximum liability of the Borrower under this Section 2 shall in no event exceed the amount which can be guaranteed by the Borrower under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors. (c) Each Guarantor agrees that the Borrower’s Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by full and final payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingcash. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrower or any Guarantor hereunder under this Section 2 which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Obligations or any payment received or collected from the Borrower or such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Borrower or such Guarantor hereunder until the Obligations are fully and finally paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedcash.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Foreign Subsidiary Borrowers (the “Subsidiary Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor The Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor the Company hereunder that would exist in the absence of this Article X without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Subsidiary Obligations shall have been satisfied by payment in fullfull in immediately available funds, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Guarantee the Credit Agreement, no Obligations Foreign Subsidiary Borrowers may be outstandingfree from any Subsidiary Obligations. (ed) No payment made by the any Borrower, any of the GuarantorsSubsidiary Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the GuarantorsSubsidiary Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor the Company hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor the Company in respect of the Subsidiary Obligations or any payment received or collected from such Guarantor the Company in respect of the Subsidiary Obligations), remain liable for the Subsidiary Obligations up to the maximum liability of such Guarantor hereunder until the Subsidiary Obligations are paid in fullfull in immediately available funds, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Agents and each of the Lenders and their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors[Reserved.] (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder[Reserved.] (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative any Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severallyGuarantor hereby irrevocably, unconditionally and irrevocablyjointly and severally with the other Guarantors, if any, guarantees to each Holder, the Administrative Agent, for the ratable benefit due and punctual payment in full of the Secured Parties principal of, interest on (including, without limitation, to the fullest extent permitted by applicable law, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, regardless of whether a claim for post-filing or post-petition interest is allowed in such proceeding), and each of their respective successors, endorsees, transferees and assignsany other amounts due under, the prompt Notes or the Note Agreement when and complete payment as the same shall become due and performance by the Borrower and the Guarantors when due payable (whether at the stated maturity, maturity or upon redemption or by acceleration or otherwise) of (all such payment obligations being collectively hereinafter referred to as the “Guaranteed Obligations”). This The guarantee in the preceding sentence is a an absolute, present and continuing guarantee of payment and not collection of collectability and is in no way conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the liability of each Note Agreement. Each Guarantor is primary and not secondaryagrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guarantee. (b) Anything herein or in Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors, if any, and any other Loan Document to Person(s) who may guarantee any of the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsGuaranteed Obligations. (c) To the fullest extent permitted by applicable law, each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing or defending this Guarantee, including, without limitation, the reasonable fees and expenses of counsel and all expenses resulting from any legal action commenced to challenge the validity or enforceability of this Guarantee or any other instrument referred to herein. To the fullest extent permitted by applicable law, and notwithstanding the foregoing provisions or any other provision of this Guarantee, if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount (as defined below) determined as of such time with regard to such Guarantor, then this Guarantee shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Guarantor or any Holder and shall be deemed to have been automatically consented to by each Guarantor and each Holder. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor. “Maximum Guaranteed Amount” means, as of the date of determination with respect to time exceed a Guarantor, the lesser of (i) the amount of the Guaranteed Obligations outstanding on such date and (ii) the maximum amount that would not render such Guarantor’s liability of such Guarantor hereunder without impairing the guarantee contained in under this Article II or affecting the rights and remedies Guarantee subject to avoidance under Section 548 of the Administrative Agent United States Bankruptcy Code (or any Secured Party hereunder. (dsuccessor provision) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any comparable provisions of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedapplicable state law.

Guarantee. 7.1 The Original Guarantor hereby irrevocably and unconditionally and on a joint and several basis with each company which becomes an Additional Guarantor from time to time, and notwithstanding the release of any other Guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Guarantor or any Subsidiary of the Issuer or any Guarantor, guarantee to the Trustee: (a) Each the due and punctual payment in accordance with the provisions of these presents of the Guarantors hereby, jointly principal of and severally, unconditionally interest on all Notes and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance any other amounts payable by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.Issuer under these presents; and (b) Anything herein the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer's part to be performed or in observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document to the contrary notwithstandingamount, the maximum liability of Original Guarantor shall on a joint and several basis with each other company which becomes an Additional Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed cause each and every such payment to be made as if the Original Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer's obligations) to the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer. 7.3 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Original Guarantor and this guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and the Original Guarantor hereunder without impairing shall indemnify the guarantee contained Trustee and the Noteholders and/or and/or Couponholders (as the case may be) in this Article II or affecting respect thereof PROVIDED THAT the rights and remedies obligations of the Administrative Agent Issuer and/or the Original Guarantor under this subclause shall, as regards each payment made to the Trustee or any Secured Party hereunderNoteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. (d) Each 7.4 The Original Guarantor hereby agrees that if its obligations under this clause shall be unconditional and that the maturity Original Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose other provisions of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall these presents have been satisfied modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term or on behalf of the Credit AgreementNoteholders or the Couponholders or the Trustee, no Obligations may be outstanding. (e) No payment whether or not any determination has been made by the BorrowerTrustee pursuant to subclause 19.1, whether or not there have been any dealings or transactions between the Issuer, any of the GuarantorsNoteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other guarantor circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a Guarantor. Accordingly the validity of this guarantee shall not be affected by reason of any other Person invalidity, irregularity, illegality or received unenforceability of all or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment obligations of the Obligations Issuer under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of the Original Guarantor under these presents be affected by any Guarantor hereunder which shallact, notwithstanding any such payment (other than any payment made by such Guarantor in respect of thing or omission or means whatever whereby its liability would not have been discharged if it had been the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedprincipal debtor.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, permitted transferees and permitted assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability Obligations of each Guarantor is primary and not secondaryBorrower other than any Obligation that, if guaranteed by such Guarantor, would constitute an Excluded Swap Obligation. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations (other than contingent indemnity obligations not yet due and payable) shall have been satisfied by payment in fullfull in cash, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Loan Parties may be outstandingfree from any Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (other than contingent indemnity obligations not then due and payable) are paid in fullfull in cash, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated. (f) Any of the Indebtedness of any Loan Party now or hereafter owing to any Borrower or any Guarantor is hereby subordinated and junior in right of payment to the Secured Obligations of such Borrower or Guarantor, and if the Administrative Agent so requests at a time when an Event of Default exists, all such Indebtedness of such Loan Party either, at the Administrative Agent’s option, shall not be paid, or shall be collected, enforced and received for the benefit of the Administrative Agent on account of the Secured Obligations of such Borrower or Guarantor, but without affecting or impairing in any manner the liability of any Borrower or any Guarantor under the other provisions of this Agreement and the other Loan Documents.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lender and each of their respective its successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein The Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Lender in enforcing, or obtaining advice of counsel in respect of, any other Loan Document to rights with respect to, or collecting, any or all of the contrary notwithstandingObligations and/or enforcing any rights with respect to, or collecting against, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsthis Guarantee. (c) Each The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (or payments, other than any payment payments made by such the Guarantor in respect of the Obligations or any payment payments received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full. (e) The Guarantor agrees that whenever, no Letter at any time, or from time to time, it shall make any payment to the Lender on account of Credit shall be outstandingits liability hereunder, and all Permitted Hedging Agreements secured hereby and it will notify the Credit Agreement and the Aggregate Commitments are terminatedLender in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each 10.1 In consideration of the Guarantors herebyVendors agreeing to sell the Shares to the Purchaser on the terms set out in this Agreement, jointly and severally, the Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Vendors the ratable benefit due and punctual performance and observance by the Purchaser of the Secured Parties Purchaser’s obligations, commitments and undertakings under or pursuant to this Agreement and each of their respective successorsother Transaction Document (the “Guaranteed Obligations”), endorsees, transferees and assigns, agrees to indemnify the prompt and complete payment and performance Vendors on an after-Tax basis for any failure by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document Purchaser to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of perform any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such GuarantorGuaranteed Obligations. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term liability of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations shall not be released or diminished by any variation of the terms of this Agreement or any payment other Transaction Document (whether or not agreed by the Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 10.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any Guaranteed Obligation, the Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the Guaranteed Obligation to which such default relates in the manner prescribed by this Agreement or the relevant Transaction Document and so that the same (but no greater) benefits shall be conferred on the Vendors as would have been received if such Guaranteed Obligation had been duly performed and satisfied by the Purchaser. 10.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the Guaranteed Obligations shall have been performed or collected satisfied by the Purchaser or the Guarantor, regardless of the legality, validity or enforceability of any provisions of this Agreement and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchaser or any change in the status, control or ownership of the Purchaser. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Vendors may now or after the date of this Agreement have or hold for the performance and observance of the Guaranteed Obligations. 10.4 As a separate and independent stipulation, the Guarantor agrees that any of the Guaranteed Obligations which may not be enforceable against or recoverable from such the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or any fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit thereof and shall be outstanding, and all Permitted Hedging Agreements secured hereby and performed or paid by the Credit Agreement and the Aggregate Commitments are terminatedGuarantor on demand.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not merely as a surety, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt due, punctual and complete payment and performance by the Borrower other Loan Parties and the Guarantors LC Subsidiaries, when due (and as due, whether at the stated maturity, by acceleration acceleration, upon one or more dates set for prepayment, or otherwise) , of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.[Intentionally Omitted] (c) Each Guarantor further agrees that the Obligations to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) which may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II be paid or affecting the rights and remedies of the Administrative Agent or incurred by any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorGuarantee. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter Letters of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby are outstanding and the Credit Agreement and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto while the Commitments are in effect any Loan Party or any LC Subsidiary may be free from any Obligations. (d) [Intentionally Omitted] (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent for the benefit of any Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose; provided that the failure of such Guarantor to provide such notice shall not preclude the application of such payment to the complete or partial satisfaction of such Guarantor’s obligations hereunder following such Guarantor’s notice to the Collateral Agent of such payment.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of payment and not collection and the liability of each Guarantor is primary and not secondarysuch Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subject to Section 2(b), each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, indorsees and permitted transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (ba) Anything herein or in any other Loan Document If and to the contrary notwithstanding, extent required in order for the maximum liability Secured Obligations of each any Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can to be guaranteed by such Guarantor enforceable under applicable federal federal, state and state other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.2. (cb) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder without without, to the extent permitted by applicable law, impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, date when no Letter of Credit shall be Commitments are outstanding and Full Payment of all Permitted Hedging Agreements secured hereby and of the Credit Agreement and Secured Obligations has been made (the Aggregate Commitments shall be terminated“Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingnot then owe any Secured Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor or any other Person person or received or collected by the Administrative Agent or any other Secured Party from the any Borrower, any of the Guarantors, any other guarantor or any other Person 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 Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor (including by means of setoff or appropriation) in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each The guarantor acknowledges that: The vendor has entered into this contract with the purchaser at the request of the Guarantors hereby, guarantor; It has given the guarantee in this clause 47 for valuable consideration; A reference to a guarantor is a reference to the guarantors named in this contract jointly and each of them severally; and If there is more than one guarantor, unconditionally this clause 47 binds the guarantors jointly and irrevocably, each of them severally. The guarantor guarantees to the Administrative Agentvendor: The due and punctual payment of all money payable at any time for any reason to the vendor by the purchaser in connection with this contract, for and The punctual performance and observance by the ratable benefit purchaser of the Secured Parties express or implied obligations of the purchaser in connection with this contract. Performance of guarantee If money due and each of their respective successors, endorsees, transferees and assignspayable under clause 47.2(a) is not paid on time, the prompt and complete guarantor will pay the money to the vendor within seven (7) days of a demand from the vendor even if no demand for payment and performance by has been made to the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) purchaser. If an obligation of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. purchaser under clause 47.2 (b) Anything herein or in any other Loan Document is not performed on time, the guarantor will perform the obligation immediately after a demand from the vendor even if no demand for performance has been made to the contrary notwithstandingpurchaser. The guarantor indemnifies the vendor against all damages. costs, charges, actions, suits, claims, demands or losses that the maximum vendor may incur for any reason, where either the purchaser does not pay on time any money due and payable to it by the purchaser in connection with this contract or the purchaser does not punctually perform or observe an express or implied obligation of the purchaser in connection with this contract. The liability of each Guarantor hereunder the guarantor and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount rights of the liability vendor under this clause 47 are not adversely affected by anything that might otherwise adversely affect them including: Transfer of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies a right of the Administrative Agent vendor or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity variation of any a right of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. vendor; The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at vendor granting any time or from time other allowance to time the purchaser; or Acquiescence, delay, acts, omissions or mistakes by the vendor Until all monies payable to the vendor in reduction of connection with this contract are paid and all obligations performed, the Guarantor will not make a claim or enforce a right against the purchaser or its property; or prove in payment of competition with the Obligations shall be deemed to modifyvendor if a liquidator, reduceprovisional liquidator, release receiver, administrator or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor trustee in bankruptcy is appointed in respect of the Obligations purchaser or any payment received the purchaser is otherwise unable to pay its debts when they fall due. Executed by the Purchaser (company) Signed by (more than One director or collected from such Guarantor in respect Signature Signature Secretary) Office (director/ secretary) Office (director/ secretary) Full name Full name Signed by (Sole director & Secretary) Pty Ltd Signature The signatory states that he or she is the sole director & sole secretary of the Obligationscompany Full name Executed by the guarantor Name and address of the Guarantor: Sign (Guarantor) sign (witness) The witness states that he Or she is not a party and Was present when the Signatory signed Full name Address (witness), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee As used in this Guarantee, the term “Lenders” includes affiliates of payment and not collection and the liability of each Guarantor is primary and not secondaryLenders which are parties to any Specified Cash Management Agreements or Specified Swap Agreements. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in fullfull in immediately available funds, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by the any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in fullfull in immediately available funds, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly 9.1 Offeror irrevocably and severally, unconditionally and irrevocably, guarantees to ▇▇▇▇▇ ▇▇▇▇ the Administrative Agent, for due and punctual performance and observance by Bidco of all its obligations under this Agreement (the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondaryGuarantee). (b) Anything herein or in any other Loan Document 9.2 The Guarantee is to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount be a continuing security which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations obligations of Bidco under this Agreement have been fulfilled or shall have been satisfied by payment expired in full, no Letter accordance with the terms of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit this Agreement and the Aggregate Commitments Guarantee is to be, in addition, and without prejudice to, and shall be terminatednot merge with, notwithstanding that from time to time during the term any other right, remedy, guarantee or security which ▇▇▇▇▇ ▇▇▇▇ may now or hereafter hold in respect of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, all or any of the Guarantorsobligations of Bidco under this Agreement. 9.3 The liability of Offeror under the Guarantee shall not be affected, impaired or discharged by reason of any other guarantor act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate Bidco from its obligations including, without limitation: (a) any amendment, variation or modification to, or replacement of this Agreement; (b) the taking, variation, compromise, renewal, release, refusal or neglect to perfect or enforce any rights, remedies or securities against Bidco or any other Person person; (c) any time or received indulgence or collected by the Administrative Agent waiver given to, or composition made with, Bidco or any other Secured Party from the Borrowerperson; or (d) Bidco becoming insolvent, going into receivership or liquidation or having an administrator appointed. 9.4 The Guarantee shall constitute primary obligations of Offeror and ▇▇▇▇▇ ▇▇▇▇ shall not be obliged to make any of the Guarantors, any other guarantor demand on Bidco or any other Person by virtue of any action or proceeding or any set-off or appropriation or application person before enforcing its rights against Offeror under the Guarantee. 9.5 If at any time any one or from time to time in reduction of or in payment more of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect provisions of the Obligations Guarantee is or becomes invalid, illegal or unenforceable in any payment received respect under any Law, the validity, legality or collected from such Guarantor in respect enforceability of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid remaining provisions hereof shall not be in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedany way affected if impaired thereby.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, severally unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace or cure periods) of the Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any Issuer Obligation when and as the same shall become due, after giving effect to all applicable grace or cure periods, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and shall forthwith pay, or cause to be paid, to the Trustee for distribution to the applicable Secured Parties in accordance with the Indenture, in cash, the amount of such unpaid Issuer Obligation. This is a guarantee of payment and not collection and the liability merely of each Guarantor is primary and not secondarycollection. (b) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Issuer Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment date on which this Agreement ceases to be of further effect in full, no Letter accordance with Article XII of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and Base Indenture (the Aggregate Commitments shall be terminated“Termination Date”), notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Issuer may be outstandingfree from any Issuer Obligations. (e) No payment made by the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Trustee or any other Secured Party from the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Issuer Obligations or any payment received or collected from such Guarantor in respect of the Issuer Obligations), remain liable hereunder for the Issuer Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not merely as a surety, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt due, punctual and complete payment and performance by each of the Borrower other Loan Parties, when and the Guarantors when due (as due, whether at the stated maturity, by acceleration acceleration, upon one or more dates set for prepayment, or otherwise) , of the Secured Obligations. This is a guarantee For the avoidance of payment and not collection and the liability of doubt, each Guarantor is primary further agrees that the Secured Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from such Guarantor, and not secondarythat it will remain bound upon its guarantee hereunder notwithstanding any extension, renewal, amendment or modification of any Secured Obligation. (b) Anything herein Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any other Loan Document to rights with respect to, or collecting, any or all of the contrary notwithstandingSecured Obligations and/or enforcing any rights with respect to, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by or collecting against, such Guarantor under applicable federal this Agreement. This Agreement shall remain in full force and state laws relating to effect until the insolvency of debtorsTermination Date. (c) Each Guarantor agrees that the Obligations may whenever, at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwisetime, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in time, it shall make any payment of to the Obligations shall be deemed to modify, reduce, release or otherwise affect Collateral Agent for the liability benefit of any Guarantor hereunder which shallSecured Party on account of its liability hereunder, notwithstanding any it will notify the Collateral Agent in writing that such payment (other than any payment has been made by under this Agreement for such Guarantor in respect of purpose; provided that the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability failure of such Guarantor to provide such notice shall not preclude the application of such payment to the complete or partial satisfaction of such Guarantor’s obligations hereunder until following such Guarantor’s notice to the Obligations are paid in full, no Letter Collateral Agent of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedsuch payment.

Guarantee. For value received, the Guarantor hereby fully, unconditionally and irrevocably guarantees to the Holder of a Security of each series authenticated and delivered by the Trustee, for value received in connection with such Security, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and any interest on such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms of such Security and of the Indenture. In case of the failure of the Company punctually to make any such payment of principal, premium, interest, or sinking fund payment, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. If any deduction or withholding for any present or future taxes, assessments or other governmental charges of The Hellenic Republic, The Netherlands or, if applicable, any other jurisdiction, (including any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdictions (or any such political subdivision or taxing authority thereof or therein) in respect of any amounts to be paid by the Guarantor relating to principal of or interest on this Guarantee, the Guarantor will pay as additional interest to the Holder of this Security such additional amounts, as may be necessary in order that the net amounts paid to such Holder pursuant to the terms of this Guarantee, after such deduction or withholding, shall be not less than such amounts as such Holder would otherwise be entitled to receive; provided, however, that such amounts shall be payable only to Holders that (a) Each are not resident in The Hellenic Republic for purposes of its tax and that do not have a Greek Tax Registration Number (AFM) and (b) hat are not resident in The Netherlands for the purposes of its tax, and (c) if applicable, that are not resident for tax purposes and are not registered with the tax authorities in any other applicable jurisdiction (political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated; and provided, further, that the Guarantor shall not be required to make any payment of additional amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the applicable jurisdiction, or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or there having been present or engaged in trade or business therein or having or having had a permanent establishment therein, (2) any estate, inheritance, gift, sales, transfer, stamp, personal property or similar tax, assessment or other governmental charge, (3) any tax, assessment or other governmental charge which is payable other than by withholding from payments of (or in respect of) principal of, premium, if any or any interest on, this Security, (4) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal, premium, if any, or any interest on, this Security, if such payment can be made without such withholding by any other Paying Agent, (5) any tax, assessment or other governmental charge which would not have been imposed or withheld if such Holder had made a timely and accurate declaration of non-residence or other similar claim for exemption or present any applicable form or certificate, upon the making or presentation of which that Holder would either have been able to avoid such tax, assessment or charge or to obtain a refund of such tax, assessment or charge, including certification or documentation to the effect that such Holder or beneficial owner is not a resident and lacks other connections with the applicable jurisdiction, as the case may be, or had made any other declaration or satisfied any other information requirements required to avoid such tax assessment or other governmental charge, (6) any tax, assessment or other governmental charge which would not have been imposed but for the presentation of this Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later, (7) any payment under or with respect to this Security to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or this Security, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or this Security would not have been entitled to the additional amounts had such beneficiary, settlor, member of beneficial owner been the actual Holder of such Security, (8) any withholding tax required to be deducted by the Company or the Guarantor from any amounts to be paid by Company or the Guarantor under the Securities or the Guarantees, as the case may be, pursuant to the European Union Directive on the taxation of savings implementing the conclusions of the Guarantors herebyEuropean Council of Economic and Finance Ministers ("ECOFIN") meeting on June 3, jointly 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive, or (9) any combination of the items (1), (2), (3), (4), (5), (6), (7) and severally, unconditionally and irrevocably, guarantees (8) above. If applicable to the Administrative Agentrelevant series of Securities, the foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the ratable benefit Company is organized, or any political subdivision or taxing authority thereof or therein. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full unconditional and irrevocable, and without limiting the generality of the Secured Parties and each foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of their respective successorsany Security or this Indenture, endorseesany failure to enforce the provisions of any Security or this Indenture, transferees and assignsor any waiver, modification or indulgence granted to the prompt and complete payment and performance Company with respect thereto, by the Borrower and Holder of any Security of any series or the Guarantors when due (whether at Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the stated maturityforegoing, by acceleration no such waiver, modification or otherwise) indulgence shall, without the consent of the ObligationsGuarantor, increase the principal amount of any Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect to any sinking fund required under any Security and all demands whatsoever, and covenants that the Guarantee will not be discharged except by payment in full of the principal of, interest on, and premium, if any, of such Security. This is guarantee shall constitute a guarantee of payment and not collection of collection. The Guarantor shall be subrogated to all rights of the Holder of such Security and the liability Trustee against the Company in respect of each any amounts paid to such Holder by the Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document pursuant to the contrary notwithstandingprovisions of the Guarantee, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees provided, however, that the Obligations may at Guarantor shall not be entitled to enforce, or to receive any time payments arising out of or based upon, such right of subrogation until the principal of, interest on, and from time to time exceed the amount premium, if any, of all Securities of the liability of same series issued under such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations Indenture shall have been satisfied by payment paid in full, . No reference herein to such Indenture and no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term provision of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by Guarantee or of such Indenture shall alter or impair the Borrower, any guarantee of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrowerwhich is absolute and unconditional, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in due and punctual payment of the Obligations principal of, interest on, and premium, if any, with respect to, the Security upon which the Guarantee is endorsed and other times, places and rate, and in the cash or currency, prescribed therein. The Guarantee shall not be deemed to modify, reduce, release valid or otherwise affect the liability of obligatory for any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor purpose in respect of any Security until the Obligations certificate of authentication of such Security shall have been manually executed by or any payment received or collected from such Guarantor in respect on behalf of the Obligations), remain liable for Trustee under such Indenture. All terms used in the Obligations up Guarantee which are defined in this Indenture shall have the meanings assigned to them in the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.Indenture. ARTICLE FOURTEEN

Guarantee. (a) Each 17.1 In consideration of the Guarantors herebyBanks entering into this Agreement or otherwise providing or continuing to make banking facilities available to the Account Party, jointly or granting time to the Account Party, the Guarantor hereby irrevocably and severally, unconditionally and irrevocably, unconditionally: 17.1.1 guarantees to the Administrative AgentSecurity Trustee the due and punctual payment by the Account Party of all the Outstanding Indebtedness; and 17.1.2 undertakes as primary obligor and not as surety only that, for if and whenever the ratable benefit Account Party fails to pay on the due date any fees as part of the Secured Parties and each of their respective successors, endorsees, transferees and assignsOutstanding Indebtedness, the prompt Guarantor shall pay, or cause to be paid by a member of the Group, such sum on demand to the Security Trustee. 17.2 As a separate and complete payment independent stipulation, the Guarantor hereby irrevocably and performance unconditionally agrees that, if any amounts hereby guaranteed are not recoverable on the footing of a guarantee, whether by reason of any legal limitation, disability or incapacity on or of the Account Party or any other fact or circumstance, whether known to the Security Trustee or the Guarantor or not, then such amounts shall nevertheless be recoverable from the Guarantor as sole or principal debtor and shall be payable by the Borrower and Guarantor on demand. 17.3 If the Guarantors when Guarantor fails to pay on the due date any sum (whether at the stated maturityof principal, by acceleration interest or otherwise) due under this Guarantee, interest will accrue, and become payable upon demand by the Security Trustee, upon the sum unpaid from and including the date upon which it fell due at the Default Rate for periods of such duration as the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations Security Trustee may at any time and determine from time to time exceed time. For so long as the amount default continues such rate of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit interest shall be outstanding and all Permitted Hedging Agreements secured hereby and recalculated on a similar basis at the Credit Agreement and end of each successive period so determined by the Aggregate Commitments Security Trustee. Any such interest which is not paid when due shall be terminated, notwithstanding that from time to time during compounded at the term end of the Credit Agreement, no Obligations may be outstanding. (e) No payment made each such period determined by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable Security Trustee for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedso long as it remains unpaid.

Guarantee. Subject to the terms and conditions set forth in this Agreement, Guarantor hereby (ai) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, absolutely guarantees to the Administrative AgentCompany, as the primary obligor and not merely as surety, the due and punctual observance, payment, performance and discharge of the obligations of Parent and Purchaser pursuant to this Agreement including the due and punctual payment of all amounts which are or may become due and payable by Parent or Purchaser hereunder when and as the same shall become due and payable and (ii) acknowledges and agrees to take all actions necessary to satisfy Parent and the Surviving Corporation’s obligations with respect to Cashed Out Options and Cashed Out RSUs pursuant to Section 2.8 (the “Obligations”). In furtherance of the foregoing, Guarantor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the ratable benefit full amount of the Secured Parties and each Obligations, regardless of their respective successors, endorsees, transferees and assignswhether any action is brought against Parent. To the fullest extent permitted by law, the prompt Guarantor hereby expressly and complete payment unconditionally waives any and all rights or defenses arising by reason of any law, promptness, diligence, notice of the acceptance of this guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (other than notices required by this Agreement and defenses that are available to Parent and Purchaser). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The execution and delivery of this Agreement by the Guarantor and the performance by the Borrower Guarantor of its obligations contemplated hereby have been duly and validly authorized by all necessary corporate action on the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) part of the ObligationsGuarantor, and no other corporate proceedings on the part of the Guarantor are necessary to authorize this Agreement or to perform its obligations hereunder. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document Subject to the contrary notwithstanding, the maximum liability of each Guarantor hereunder terms and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose conditions of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations (as it may be outstanding. (e) No payment made by the Borrowermodified, any of the Guarantors, any other guarantor amended or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or waived from time to time in reduction accordance with its terms), the liabilities and obligations of or in payment of the Obligations Guarantor pursuant to this Agreement shall not be deemed to modifyreleased, reduce, release discharged or otherwise affect affected by (x) any modification, amendment, waivers or extensions under this Agreement (except to the liability extent of any such modification, amendment, waivers or extensions that is entered into without the prior consent of Guarantor) or (y) any change in the corporate existence, structure or ownership of Parent or Purchaser. Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require any person to proceed against or take any action against or pursue any remedy with respect to Parent or Purchaser or any other person or make presentment or demand for performance or give any notice of nonperformance before the Company may enforce its rights hereunder which shallagainst Guarantor. For the avoidance of doubt, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up anything to the maximum liability of such Guarantor hereunder until the Obligations are paid contrary in fullthis Agreement, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby this Section 9.11 and the Credit guarantee contemplated hereby shall terminate in accordance with Section 8.2 upon a termination of this Agreement and the Aggregate Commitments are terminatedpursuant to Section 8.1.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the Administrative Agent, the Collateral Agent, the other Secured Parties and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent, the Collateral Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in fullfull (other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be have been terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. (e) No payment (other than payment in full) made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, the Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are shall have been paid in fullfull (other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are shall have been terminated, provided that that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15.

Guarantee. (a) Each 19.1 In consideration of the Guarantors herebyPurchasers agreeing to enter into and perform their obligations under the Share Purchase Documents, jointly the Guarantor hereby irrevocably and severally, unconditionally and irrevocably, as principal obligor guarantees to the Administrative Agent, for Purchasers the ratable benefit due and punctual performance and observance by the Sellers of the Secured Parties and each all of their respective successorsobligations, endorsees, transferees commitments and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration undertakings under or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document pursuant to the contrary notwithstanding, the maximum liability of each Share Purchase Documents. The Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating pay to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and Purchasers from time to time exceed on demand a sum of money which is due for payment by the amount Sellers to the Purchasers under or pursuant to the terms of the Share Purchase Documents and which has not been paid at the time the demand is made. The liability of such the Guarantor hereunder without impairing the guarantee contained in under this Article II agreement shall not be released or affecting the rights and remedies diminished by any variation of the Administrative Agent terms of the Share Purchase Documents, any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any Secured Party hereundergranting of time for such performance unless the parties otherwise agree in writing. If any obligations of the Sellers become void, voidable or unenforceable for any reason, the Guarantor's obligations under clause 19.1 are unaffected and the Guarantor shall perform the Sellers' obligations as if it were primarily liable for the performance thereof. (d) Each Guarantor agrees that if the maturity of 19.2 If and whenever any of the Obligations Sellers default in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to the Share Purchase Documents the Guarantor shall as soon as reasonably practicable after receiving from the Purchasers notice of such default, perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made. 19.3 This guarantee is accelerated by bankruptcy or otherwise, such maturity shall also to be deemed accelerated for the purpose of this a continuing guarantee without demand or notice and accordingly is to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations obligations of the Sellers referred to in sub-clause 19.1 shall have been performed or satisfied by payment in fullaccordance with this agreement notwithstanding the winding-up, no Letter liquidation, dissolution or other incapacity of Credit a Seller or any change in the status, control or ownership of a Seller. 19.4 The Guarantor shall not be outstanding and all Permitted Hedging Agreements secured hereby and liable under this clause 19 (Guarantee) in relation to the Credit Agreement and obligations of any Seller under the Aggregate Commitments shall be terminated, notwithstanding Share Purchase Documents to the extent that from time to time during the term relevant Seller is not obliged under the terms of the Credit Agreement, no Obligations may be outstandingShare Purchase Documents to perform such obligations or a limitation on such Seller's liability applies. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, indorsees and permitted transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (ba) Anything herein or in any other Loan Document If and to the contrary notwithstanding, extent required in order for the maximum liability Secured Obligations of each any Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can to be guaranteed by such Guarantor enforceable under applicable federal federal, state and state other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.2. (cb) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder without without, to the extent permitted by applicable law, impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, date when no Letter of Credit shall be Revolver Commitments are outstanding and Full Payment of all Permitted Hedging Agreements secured hereby and of the Credit Agreement and Secured Obligations has been made (the Aggregate Commitments shall be terminated“Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingnot then owe any Secured Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor or any other Person person or received or collected by the Administrative Agent or any other Secured Party from the any Borrower, any of the Guarantors, any other guarantor or any other Person 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 Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor (including by means of setoff or appropriation) in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, Managing Facility Agent for the ratable benefit of the Secured Parties Managing Facility Agent and each of their respective successors, endorsees, transferees and assigns, the Purchasers the prompt and complete payment and performance by the Borrower Seller, the Servicer and the Guarantors RAC when due (whether at the stated maturity, by acceleration maturity or otherwise) of the Obligations. This is Such guarantee shall be a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondarypayment. (b) Anything herein or in The Guarantor further unconditionally and irrevocably covenants and agrees with the Managing Facility Agent for the ratable benefit of the Managing Facility Agent and the Purchasers that the Guarantor will cause each of the Seller, the Servicer and RAC duly and punctually to perform and observe all of their respective terms, conditions, covenants, agreements and indemnities under the Purchase Agreement and the Repurchase Agreement, including but not limited to the obligations of the Seller pursuant to subsection 2.6 and 2.10 of the Purchase Agreement and the obligations of RAC pursuant to Sections 2 and 3 of the Repurchase Agreement, and any other Loan Document to document executed and delivered by the contrary notwithstandingSeller, the maximum liability of each Servicer or RAC in connection therewith, strictly in accordance with the terms thereof, and that if for any reason whatsoever the Seller, the Servicer or RAC shall fail so to perform and observe such terms, conditions, covenants, agreements and indemnities, the Guarantor hereunder will duly and under punctually perform and observe the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorssame. (c) Each The Guarantor further agrees that to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Managing Facility Agent or any Secured Party hereunderPurchaser in enforcing or preserving any of their rights under this Guarantee. (d) Each The Guarantor agrees that if the maturity of whenever, at any of the Obligations is accelerated by bankruptcy time, or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during time, it shall make any payment to the term Managing Facility Agent or any Purchaser on account of its liability hereunder, it will notify the Credit AgreementManaging Facility Agent and such Purchaser, no Obligations may be outstanding. (e) if applicable, in writing that such payment is made under this Guarantee for such purpose. No payment or payments made by the BorrowerSeller, any of the GuarantorsServicer, any other guarantor RAC or any other Person or received or collected by the Administrative Managing Facility Agent or any other Secured Party Purchaser from the BorrowerSeller, any of the GuarantorsServicer, any other guarantor RAC or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder continue until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Seller, the Servicer and/or RAC may be free from any Obligations. (e) Notwithstanding anything herein to the contrary, the Guarantor, in lieu of paying or depositing the amount required to repurchase any Purchased Receivable pursuant to the Purchase Agreement or the Repurchase Agreement, may purchase such Receivable directly from the Purchasers in accordance with the provisions of the Purchase Agreement or the Repurchase Agreement, as the case may be, for repurchases as if the Guarantor were the Seller or RAC thereunder.

Guarantee. (a) Each Grantor, other than the Company, who has executed this Agreement as of the Guarantors date hereof, together with each domestic Subsidiary of any Grantor who accedes to this Agreement as a Grantor after the date hereof (each a “Guarantor” and, collectively, the “Guarantors”), hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties Noteholders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows: (i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Collateral Agent’s or any Noteholders exercise or enforcement of any remedy it or they may have against the Company, any other Guarantor, any other Person, or all or any portion of the Collateral; and (ii) the Collateral Agent may enforce this guarantee notwithstanding the existence of payment and not collection any dispute between any of the Noteholders and the liability Company or any other Guarantor with respect to the existence of each Guarantor is primary and not secondaryany Event of Default. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Secured Party Noteholder hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment Payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingFull. (ed) No payment made by the BorrowerCompany, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party Noteholder from the BorrowerCompany, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payment, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full. (e) Any term or provision of this Agreement or any other Transaction Document to the Obligations are paid in fullcontrary notwithstanding, no Letter of Credit the maximum aggregate amount for which any Guarantor shall be outstandingliable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Agreement or any other Transaction Document, as it relates to such Guarantor, subject to avoidance under applicable requirements of law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and all Permitted Hedging Agreements secured hereby and Section 548 of Title 11 of the Credit United States Code or any applicable provisions of comparable requirements of law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Agreement and for purposes of Fraudulent Transfer Laws shall take into account the Aggregate Commitments are terminatedright of contribution established in Section 2.2, and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Agreement.

Guarantee. (a) Each of To induce the Guarantors Lender to purchase the Note, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Secured Obligations of the Company and the other Guarantors whether existing on the date hereof or hereinafter incurred or created (the “Guarantor Obligations”). The Guarantor Obligations shall include, without limitation, interest accruing at the then applicable rate provided in the Note after the maturity thereof and interest accruing at the then applicable rate provided in the Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Administrative AgentCompany, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, 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 the ratable benefit Purchase Agreement, the Note, this Security Agreement or any other Loan Documents, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the Lender that are required to be paid by the Company pursuant to the terms of any of the Secured Parties foregoing agreements) and all obligations and liabilities of such Guarantor that arise or may arise under or in connection with this Agreement or any other Loan Document to which such Guarantor is a party, in each case whether on account of their respective successorsguarantee obligations, endorseesreimbursement obligations, transferees fees, indemnities, costs, expenses or otherwise (including all fees and assigns, disbursements of counsel to the prompt and complete payment and performance Lender that are required to be paid by such Guarantor pursuant to the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) terms of the Obligationsany such Loan Document). This is Each Guarantor’s Guarantee hereunder constitutes a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondarycollection. (b) Anything herein Any term or in provision of this Security Agreement or any other Loan Document to the contrary notwithstanding, the maximum liability of each aggregate amount for which any Guarantor shall be liable hereunder and under the other Loan Documents shall in no event not exceed the maximum amount for which such Guarantor can be guaranteed by liable without rendering the obligations of such Guarantor under this Guarantee or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable federal and state laws relating to fraudulent conveyance or fraudulent transfer (including the insolvency Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act and Section 548 of debtorstitle 11 of the United States Code or any applicable provisions of comparable laws) (collectively, the “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guarantee for purposes of the Fraudulent Transfer Laws shall take into account the right of contribution established in Section 11(f) hereof and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guarantee. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingTermination Date occurs. (e) No payment made by the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person person or received or collected by the Administrative Agent or any other Secured Party Lender from the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person 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 Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which hereunder, and each Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Guarantor Obligations), remain liable for the Guarantor Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are Termination Date occurs. (f) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11(g) hereof. The provisions of this Section shall in fullno respect limit the obligations and liabilities of any Guarantor to the Lender, and each Guarantor shall remain liable to the Lender for the full amount guaranteed by such Guarantor hereunder. (g) Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Lender, no Letter of Credit Guarantor shall be outstandingentitled to be subrogated to any of the rights of the Lender against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Lender for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor under this Guarantee, until the Termination Date occurs. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor for the benefit of the Lender, segregated from other funds of such Guarantor, and all Permitted Hedging Agreements secured hereby shall, forthwith upon receipt by such Guarantor, be turned over to the Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Lender, if required), to be applied against the Secured Obligations, whether matured or unmatured. (h) Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Guarantor Obligations made by the Lender may be rescinded by the Lender and any of the Guarantor Obligations continued, and the Credit Guarantor Obligations, or the liability of any other person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Lender, and the Purchase Agreement and the Aggregate Commitments are other Loan Documents, and any other documents executed and delivered in connection therewith may be amended, amended and restated, supplemented or otherwise modified or terminated, in whole or in part, as the Lender may deem advisable from time to time in accordance with the Purchase Agreement, and any collateral security, guarantee or right of offset at any time held by the Lender for the payment of the Guarantor Obligations may be sold, exchanged, waived, surrendered or released. The Lender shall not have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Guarantor Obligations or for this Guarantee or any property subject thereto. (i) Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Lender upon this Guarantee or acceptance of the guarantee contained in this Section 11. The Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee and all dealings between the Company and any of the Guarantors, on the one hand, and the Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor, to the fullest extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Secured Obligations, other than in connection with any cure periods applicable to the Company. Each Guarantor waives, to the fullest extent permitted by applicable law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) this Guarantee or any of its obligations hereunder. Each Guarantor understands and agrees, to the fullest extent permitted by applicable law, that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Purchase Agreement or any other Loan Documents, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any other person against the Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company with respect to any Secured Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company any other Guarantor or any other person or against any collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Lender against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings. (j) This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guarantor Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. (k) Each Guarantor hereby guarantees that payments hereunder will be paid to the Lender without set-off or counterclaim in United States dollars in the manner for payments set forth in the Note.

Guarantee. Subject to this Article 12, the Guarantors hereby unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee (a) Each the full and punctual payment of principal of and interest on the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors then outstanding Notes when due (taking into account all applicable grace periods provided hereunder), whether at the stated maturity, by acceleration acceleration, by redemption or otherwise, and all other amounts payable by the Company under this Indenture and the Notes, and (b) the full and punctual performance of all other obligations of the Company under this Indenture and the Notes (all the foregoing described in (a) and (b) being hereafter collectively called the "Guarantee Obligations"). This is The Guarantors further agree that the Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from each of the Guarantors, and that the Guarantors will remain bound under this Article 12 notwithstanding any extension or renewal of any Guarantee Obligation. Each Guarantor further agrees that the Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not collection a guarantee of collection) and waives any right to require that any resort be had by any Holder, the liability Trustee or the Collateral Agent to any security held for payment of each Guarantor is primary the Guarantee Obligations. The Guarantors waive presentation to, demand of payment from and not secondary. (b) Anything herein or in any other Loan Document protect to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Company of any of the Guarantee Obligations is accelerated and also waive notice of any default under the Obligations not provided for herein. The obligations of the Guarantors hereunder, subject to Article 8 hereof, shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by bankruptcy reason of the invalidity, illegality or unenforceability of the Guarantee Obligations or otherwise. Without limiting the generality of the foregoing, except as provided in Article 8 hereof, the obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture and the Notes; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture and the Notes (except as to the Guarantees or this Article 12); (d) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guarantee Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guarantee Obligations; (f) any change in the ownership of the Guarantors; (g) any default, failure of delay, willful or otherwise, in the performance of the Guarantee Obligations; or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity. The Guarantors further agree that if at any time payment, or any part thereof, of principal of or interest on any Guarantee Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company and or the Restricted Subsidiaries or otherwise, its Guarantees herein as to each such amount shall continue to be effective or be reinstated, as the case may be. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Company and or the Restricted Subsidiaries to pay the principal of or interest on any Guarantee Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guarantee Obligation (in each case taking into account all applicable grace periods provided hereunder), the Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee such amount not so paid. Notwithstanding any provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other action by the Trustee, until three Business Days after a trust officer of the Trustee shall have actually received written notice thereof from the Company, the Guarantors, any Holder of the Notes, any Paying Agent or any bank. The Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations guaranteed hereby. The Guarantors further agree that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Guarantee Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guarantors' Guarantees herein, and (b) in the event of any declaration of acceleration of such Guarantee Obligations as provided in Article 6 hereof and if the Guarantee Obligations thereby become due and payable, such Guarantee Obligations shall also be deemed accelerated forthwith become due and payable by the Guarantors for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingSection 12.01. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each In the event of the Guarantors herebyoccurrence of any event described in clause (b) below, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower and the Guarantors Seller when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary). (b) Anything herein The Obligations shall be fully recourse to Seller and Guarantor, jointly and severally, upon the occurrence of any of the following: (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller under the U.S. Bankruptcy Code or any similar federal or state law; or (ii) an involuntary bankruptcy or insolvency proceeding is commenced against Seller or Guarantor in connection with which Seller, Guarantor, or any Affiliate of any of the foregoing has or have colluded in any other Loan Document to way with the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by creditors commencing or filing such Guarantor under applicable federal and state laws relating to the insolvency of debtorsproceeding. (c) Each In addition to the foregoing, Guarantor agrees that shall also be liable for any losses, costs, claims, expenses or other liabilities incurred by Agent (exclusive of consequential damages) arising out of or attributable to the Obligations may at fraud or intentional misrepresentation by Seller, Guarantor or any time of their respective Affiliates in connection with the execution and from time to time exceed the amount delivery of this Guarantee, the Repurchase Agreement, or any of the liability of such Guarantor hereunder without impairing other Repurchase Documents, or any certificate, report, financial statement or other instrument or document furnished to Agent at the guarantee contained in this Article II or affecting the rights and remedies time of the Administrative Agent closing of the Repurchase Agreement or any Secured Party hereunderduring the term of the Repurchase Agreement. (d) Each Guarantor agrees that if the maturity Nothing herein shall be deemed to be a waiver of any right that Agent may have under Section 506(a), 506(b), 1111(b) or any other provision of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated U.S. Bankruptcy Code to file a claim for the purpose full amount of the indebtedness owed by Seller and secured by the Repurchase Agreement or any other Repurchase Document or to require that all collateral shall continue to secure all of the indebtedness owing by Seller to Agent in accordance with the Repurchase Agreement or any other Repurchase Documents. (e) In the event of the occurrence of any event described in clause (b) above, Guarantor further agrees to pay any and all reasonable and documented expenses (including, without limitation, all reasonable and documented fees and disbursements of external counsel) which may be paid or incurred by Agent in enforcing any rights with respect to, or collecting against, Guarantor under this guarantee without demand or notice to such GuarantorGuarantee. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations prior thereto Seller may be outstandingfree from any Obligations. (ef) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which for the remaining Obligations and Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full. (g) Guarantor agrees that whenever, no Letter at any time, or from time to time, Guarantor shall make any payment to Agent on account of Credit shall be outstandingGuarantor’s liability hereunder, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedGuarantor will notify Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for itself and for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This Borrower Obligations (other than its own Borrower Obligations for which it is liable as a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondaryBorrower). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and federal, foreign, state or other laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (ai) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, Holder the prompt and complete payment and performance by the Borrower and the Guarantors Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability . (ii) All obligations of each Guarantor is primary under this Section 15 (this “Guarantee”) shall remain in full force and not secondaryeffect until the Obligations are paid in full in cash, notwithstanding that from time to time prior thereto the Maker may be free from any Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (ciii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Holder hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (eiv) No payment or payments made by the BorrowerMaker, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Holder from the BorrowerMaker, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full. (v) Each Guarantor agrees that whenever, no Letter at any time, or from time to time, it shall make any payment to the Holder on account of Credit its liability hereunder, it will notify the Holder in writing that such payment is made under this Guarantee for such purpose, provided that such Guarantor’s failure to give such notice shall be outstanding, and all Permitted Hedging Agreements secured hereby and not affect the Credit Agreement and the Aggregate Commitments are terminatedvalidity or effectiveness of such payment.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of payment and not collection and the liability of each Guarantor is primary and not secondarysuch Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by Payment In Full and the obligations of each Guarantor under the guarantee contained in this Section 2 (other than contingent indemnification obligations that have not yet been asserted) shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations (other than Payment in Full of the Borrower Obligations) shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full of the Obligations are paid in fullBorrower Obligations, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of In order to induce the Guarantors herebyAdministrative Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Loans, jointly and severallyin consideration thereof, each Guarantor hereby unconditionally and irrevocablyirrevocably guarantees, guarantees as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsLenders, the prompt and complete payment and performance by the Borrower and the Guarantors and/or each Designated Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment , and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by the Administrative Agent or by the Lenders in enforcing, or obtaining advice of counsel in respect of, any of their rights under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. X. The guarantee contained in this Article II X, subject to Section 10.05, shall remain in full force and effect until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during prior thereto the term Borrower and/or such Designated Borrower may be free from any Obligations. For the avoidance of doubt and without any implication to the contrary, the guarantee by the Borrower and all waivers, acknowledgements and agreement by the Borrower contained in this Article X shall be limited solely to the Obligations of the Credit AgreementDesignated Borrowers. Each Guarantor agrees that whenever, no Obligations may be outstanding. (e) at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Article X, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Article X for such purpose. No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Designated Borrower or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Designated Borrower or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any such Guarantor hereunder which shallunder this Article X which, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, shall remain liable for the unpaid and outstanding Obligations up until, subject to the maximum liability of such Guarantor hereunder until Section 10.05, the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article ARTICLE II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding full in cash and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, full in cash and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. The corporation or individual(s) who guarantee the obligations of Correspondent under this Agreement by executing the signature lines designated for such purpose at the end of this Agreement (athe "Guarantor(s)"), in consideration of Pens▇▇'▇ ▇▇▇ering into the Agreement, do(es) Each of the Guarantors hereby, hereby personally guarantee(s) (jointly and severally, unconditionally and irrevocably, guarantees to if more than one) the Administrative Agent, for the ratable benefit performance by Correspondent of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) provisions of the ObligationsAgreement (including without limitation the indemnification provisions of Section 10) and shall promptly pay any amount that is not paid by Correspondent to Pens▇▇ ▇▇▇er the Agreement. This is a an absolute, unconditional and unlimited guarantee of payment and not collection may be proceeded upon by Pens▇▇ ▇▇ a Pens▇▇ ▇▇▇emnified Person before filing any action against Correspondent or after any action against Correspondent has been commenced. Guarantor(s) grants to Pens▇▇ ▇ ▇irst lien and security interest on any and all money and securities of a Guarantor(s) held by Pens▇▇. ▇▇ns▇▇ ▇▇▇ll have the liability unlimited right to set-off any amounts owed to it by Guarantor(s) against any obligation of each Guarantor is primary Pens▇▇ ▇▇ Guarantor(s). Pens▇▇ ▇▇▇o shall have the unlimited right to set-off any amounts owed to it by Guarantor(s) against any obligation of Pens▇▇ ▇▇ Guarantor(s). Pens▇▇ ▇▇▇o shall have the absolute and not secondary. (b) Anything herein unlimited right to sell, transfer, or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of liquidate any of the Obligations is accelerated assets in any of Guarantor(s)' accounts with Pens▇▇ ▇▇▇ any amounts owed to it by bankruptcy Correspondent or otherwiseGuarantor(s). The obligations of the Guarantor(s) shall not be discharged or impaired or otherwise affected by the failure of Pens▇▇ ▇▇ a Pens▇▇ ▇▇▇emnified Person to assert, such maturity shall also be deemed accelerated for the purpose claim, demand or enforce any remedy under this Agreement, nor by waiver, modification or amendment of this guarantee without demand Agreement or notice to such Guarantor. The guarantee contained in any compromise, settlement or discharge of obligations of Correspondent under this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person release or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue impairment 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 Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made collateral by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, Pens▇▇ ▇▇ a Pens▇▇ ▇▇▇emnified Person. Proprietary and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.Confidential

Guarantee. In order to induce the Administrative Agent and the --------- Lenders to execute and deliver this Agreement and to make or maintain the Loans hereunder, and in consideration thereof: (a) Each Subject to the exceptions set forth in Schedule 10.1, each of the Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Tranche A Term Loan Lenders, the Tranche B Term Loan Lenders and each of the Revolving Credit Lenders (and their respective successors, endorsees, transferees and assignsaffiliates), the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Foreign Obligations. This is a guarantee of payment , and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability Guarantors further agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by the Administrative Agent or such Guarantor hereunder without impairing Lenders in enforcing, or obtaining advice of counsel in respect of, any of their rights under the guarantee contained in this Article II or affecting Section 10. Without limiting the rights and remedies generality of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees foregoing, each Guarantor's liability shall extend to all amounts that if the maturity of any constitute part of the Foreign Obligations is accelerated and would be owed by bankruptcy or otherwise, such maturity shall also be deemed accelerated the Borrowing Subsidiaries but for the purpose fact that they are unenforceable or not allowable due to the existence of this guarantee without demand a bankruptcy, reorganization or notice to such Guarantorsimilar proceeding involving a Borrowing Subsidiary. The guarantee contained in this Article II Section 10, subject to Section 10.5, shall remain in full force and effect until all the Foreign Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term prior thereto any or all of the Credit Agreement, no Obligations Borrowing Subsidiaries may be outstandingfree from any Foreign Obligations. (eb) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Section 10, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Section 10 for such purpose. No payment or payments made by the Borrower, any of the Guarantors, any other guarantor a Guaranteed Party or any other Person or received or collected by the Administrative Agent or any other Secured Lender from a Guaranteed Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Related Guaranteed Obligations of such Guarantor, shall be deemed to modify, reduce, release or otherwise affect the liability of any such Guarantor hereunder which shallunder this Section 10 which, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, shall remain liable for the its Related Guaranteed Obligations up until, subject to the maximum liability of such Guarantor hereunder until the Section 10.5, its Related Guaranteed Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors herebyGuarantors, jointly for good and severallyvaluable consideration received, hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and irrevocablynot merely as surety, guarantees to in favor of each of the Lenders and the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (due, whether at the stated maturity, by acceleration or otherwise) , of all present and future obligations of the Obligations. This is a guarantee Borrower resulting from the terms and conditions of payment and not collection this Agreement, including without limitation, the repayment of the Bid Loan and the Loan and all reimbursement obligations under any Letters of Credit, together with interest thereon and all fees and other amounts as provided in this Agreement (such obligations being herein called the "Obligations"). Each of the Guarantors shall be considered as primarily liable to the Lenders and the Administrative Agent, and shall not be released nor its liability hereunder limited or lessened by any variation or departure from the provisions of each Guarantor is primary and not secondary. (b) Anything herein this Agreement nor by the Lenders or in the Administrative Agent's granting time, taking or giving up securities, accepting compositions, granting releases or discharges, or otherwise dealing with any Person, nor by any other Loan Document thing whatsoever, either of a like nature to the contrary notwithstandingforegoing or otherwise whereby as guarantor only, the maximum liability of each a Guarantor hereunder would or might be released, and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount none of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Lenders or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and bound to exhaust its recourse against the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor Borrower or any other Person or received or collected by any security it may hold before being entitled to payment from each of the Guarantors. The Guarantors covenant and agree that until such time as each of the Lenders and the Administrative Agent shall have been indefeasibly paid in full all Obligations, no payment will be taken, demanded, received or accepted by a Guarantor of or on account of the principal amount of or interest of any indebtedness incurred by a Guarantor in fulfillment of its obligations pursuant to this Section 17.1 or on any other indebtedness payable by the Borrower, each of the Guarantors agreeing that this said indebtedness shall, at all times, be fully subordinated to and rank in time and right of payment junior to the Obligations, and each of the Guarantors hereby renounces any rights of compensation and/or set-off and/or counterclaim. Without limiting the foregoing, each of the Guarantors hereby expressly subordinates and postpones all of its rights to the benefit of subrogation (whether contractual, under the Bankruptcy Code, under common law or otherwise) and all contractual, common law, statutory and other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Borrower which may have arisen in connection with this guarantee, and agrees not to enforce or attempt to enforce any of the foregoing, until indefeasible full repayment of the Obligations and the termination of all Letters of Credit and the Total Commitment. Each of the Guarantors hereby determines and agrees that the execution, delivery and performance of this Agreement by such Guarantor is necessary and convenient to the conduct, promotion or attainment of the business 118 of the Borrower and the Guarantors and in furtherance of the corporate purposes of the Guarantors. Notwithstanding anything herein to the contrary, the obligations of CNR Properties arising under this Article 17 are solely with respect to the obligations of Canadian National Railway Company under this Agreement in its capacity as a Borrower. Upon the reasonable request of the Administrative Agent, CNR Properties will execute a guarantee agreement with substantially the same effect as this Article 17 in order to guarantee the obligations of any future Borrower or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any future Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up under this Agreement to the maximum liability of extent that CNR Properties is permitted to guarantee such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedobligations under applicable Law.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees successors and permitted assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Secured Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Secured Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding.are Paid In Full In Cash. [AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedPaid In Full In Cash.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the theeach Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee theits Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of payment and not collection and the liability of each Guarantor is primary and not secondarysuch Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents with respect to the Guarantor Obligations of such Guarantor shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Obligations Borrower Obligations, whether in respect of the Borrowers collectively or any individual Borrower, may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by Payment In Full and the obligations of each Guarantor under the guarantee contained in this Section 2 (other than contingent indemnification obligations that have not yet been asserted) shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit AgreementAgreement the Borrowers, no Obligations or any individual Borrower, may be outstandingfree from any Borrower Obligations. (e) No payment made by the theany Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Borrowers or the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations (other than Payment in Full of the Borrower Obligations) shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full of the Obligations are paid in fullBorrower Obligations, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower Seller and the Guarantors Parent when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary). (b) Anything herein Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by Buyer in connection with (i) enforcing any other Loan Document of its rights hereunder, (ii) obtaining advice of counsel with respect to the contrary notwithstandingenforcement, the maximum liability potential enforcement or analysis of each Guarantor hereunder its rights hereunder, and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating (iii) collecting any amounts owed to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party it hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect and be fully enforceable against Guarantor in all respects until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding including any time that from time to time during the term of the Credit Agreement, no Obligations Seller and/or Parent may be outstandingfree from any Obligations. (ec) No payment or payments made by the BorrowerSeller, any of the Guarantors, any other guarantor Parent or any other Person or received or collected by the Administrative Agent or any other Secured Party Buyer from the BorrowerSeller, any of the Guarantors, any other guarantor Parent or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which hereunder, and Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable for the full amount of the Obligations up to the maximum liability of such Guarantor hereunder under this Guarantee until the Obligations are paid in full. (d) Guarantor agrees that whenever, no Letter at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Credit shall be outstandingany liability hereunder, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedGuarantor will notify Buyer in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 3). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Company may be outstandingfree from any Obligations. (e) No payment made by the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors herebyGuarantor hereby irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, unconditionally as a primary obligor and irrevocablynot merely as a surety, guarantees to the Administrative Agent, for Secured Obligations of the ratable benefit Borrower. Each Guarantor further agrees that the due and punctual payment of the Secured Parties Obligations of the Borrower may be extended or renewed, in whole or in part, without notice to or further assent from it, and each that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of their respective successorsany Secured Obligation. Each Guarantor hereby agrees to be liable under this Agreement, endorseeswithout any limitation as to amount, transferees for all present and assignsfuture Secured Obligations, including specifically all future increases in the prompt outstanding amount of the Loans or other Secured Obligations and complete payment and performance other future increases in the Secured Obligations, whether or not any such increase is committed, contemplated or provided for by the Borrower and Loan Documents on the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondarydate hereof. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the obligations of each Guarantor hereunder are independent of the obligations of each other Guarantor or any other guarantee of the Secured Obligations of the Borrower and when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Agent, Lender or Issuing Bank (collectively, the “Guaranteed Parties”) may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may at have against the Borrower, any time other Guarantor or any other Person or against guarantee of the Secured Obligations of the Borrower or any right of offset with respect thereto. (c) To the maximum extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and from time protest to time exceed the Borrower of any of the Secured Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Guaranteed Party to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Agreement (including under Section 2(b) above), any other Loan Document or otherwise; (ii) any extension or renewal of any of the Secured Obligations; (iii) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of any other Loan Document or other agreement; (iv) the failure or delay of any Guaranteed Party to exercise any right or remedy against any other guarantor of the Secured Obligations; (v) the failure of any Guaranteed Party to assert any claim or demand or to enforce any remedy under any Loan Document or any other agreement or instrument; (vi) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations; (vii) any increases in the outstanding amount of Loans and other Secured Obligations; or (viii) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the liability risk of such Guarantor hereunder without impairing the guarantee contained or otherwise operate as a discharge of such Guarantor as a matter of law or equity or which would impair or eliminate any right of any Guarantor to subrogation (other than payment in this Article II or affecting the rights and remedies full of the Administrative Agent Secured Obligations (excluding contingent obligations as to which no claim has been made) or any Secured Party hereunderrelease pursuant to Section 16 hereof). (d) Each Guarantor further agrees that if its guarantee hereunder constitutes a promise of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the maturity accrual or collection of any of the Secured Obligations is accelerated or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by bankruptcy any Guaranteed Party to any balance of any deposit account or otherwise, such maturity shall also be deemed accelerated for credit on the purpose books of this guarantee without demand or notice to such Guarantor. The guarantee contained any Guaranteed Party in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term favor of the Credit Agreement, no Obligations may be outstandingBorrower or any Subsidiary or any other Person. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor Guarantors or any other Person or received or collected by the Administrative Agent or any other Secured Guaranteed Party from the Borrower, any of the Guarantors, any other guarantor Guarantors 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 Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of any of the Secured Obligations) remain liable under this Agreement until the discharge of all the Secured Obligations of the Borrower. (f) Except for the release or termination of a Guarantor’s obligations hereunder as provided in Section 16, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than the payment in full in cash of the Secured Obligations (excluding contingent obligations as to which no claim has been made), remain and shall not be subject to any defense, setoff, reduction, counterclaim, recoupment, discharge or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Secured Obligations, any impossibility in the performance of the Secured Obligations or otherwise. (g) Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Secured Obligation is rescinded or must otherwise be restored by any Guaranteed Party upon the bankruptcy or reorganization of the Borrower or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Guaranteed Party may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Secured Obligation as and when the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Guaranteed Parties in cash an amount equal to the unpaid principal amount of such Secured Obligation. (i) Notwithstanding anything to the contrary in this Agreement, each Guarantor shall be liable under this Agreement only for the Obligations amounts aggregating up to the maximum liability largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law. (j) All rights and claims arising under this Section 2 or based upon or relating to any other right of reimbursement, contribution or subrogation that may at any time arise or exist in favor of any Guarantor as to any payment on account of the Secured Obligations made by it or received or collected from its property shall be fully subordinated in all respects to the prior discharge of the Secured Obligations. Until complete discharge of the Secured Obligations, no Guarantor shall demand or receive any payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any such payment or distribution is made or becomes available to any Guarantor in any bankruptcy case or receivership or insolvency or liquidation proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative Agent, for application to the payment of the Secured Obligations. If any such payment or distribution is received by any Guarantor, it shall be held by such Guarantor hereunder until in trust, as trustee of an express trust for the Obligations are paid in full, no Letter benefit of Credit shall be outstandingthe Guaranteed Parties, and all Permitted Hedging Agreements secured hereby shall forthwith be transferred and delivered by such Guarantor to the Credit Agreement and Administrative Agent, in the Aggregate Commitments are terminatedexact form received and, if necessary, duly endorsed.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors in cash when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The Unless released pursuant to Section 9.14, the guarantee of each Guarantor contained in this Article II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingfull in cash. (e) No payment made by the Borrower, any of the GuarantorsGrantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedfull in cash.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower and the Guarantors Seller when due (whether at the stated maturity, by acceleration or otherwise) ), as the case may be, and agrees to indemnify and hold harmless Buyer from any and all claims, damages, losses, liabilities, costs and expenses that may be incurred by or asserted or awarded against Buyer, in each case relating to or arising out of the Obligations. This is a guarantee of payment and not collection and , as the liability of each Guarantor is primary and not secondarycase may be. (b) Anything Nothing herein shall be deemed to be a waiver of any right that Buyer may have under Section 506(a), 506(b), 1111(b) or in any other Loan Document provision of the U.S. Bankruptcy Code to file a claim for the contrary notwithstanding, full amount of the maximum liability indebtedness secured by the Repurchase Agreement or to require that all collateral shall continue to secure all of each Guarantor hereunder and under the indebtedness owing to Buyer in accordance with the Repurchase Agreement or any other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsRepurchase Documents. (c) Each Guarantor further agrees that the Obligations to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of legal counsel) which may at be paid or incurred by Buyer in enforcing, or obtaining advice of legal counsel in respect of, any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II rights with respect to, or affecting the rights and remedies of the Administrative Agent collecting, any or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorGuarantee. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations prior thereto Seller may be outstandingfree from any Obligations. (ed) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Seller or any other Person or received or collected by the Administrative Agent or any other Secured Party Buyer from the Borrower, any of the Guarantors, any other guarantor Seller or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable for the amount of the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full. (e) Guarantor agrees that whenever, no Letter at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Credit shall be outstandingGuarantor's liability hereunder, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedGuarantor will notify Buyer, as applicable, in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments are terminated.

Guarantee. (a) Each of In order to induce the Guarantors herebyLenders to extend credit hereunder, each Guarantor hereby unconditionally guarantees, jointly with the other Guarantors and severally, unconditionally as a primary obligor and irrevocablynot merely as a surety, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor further agrees that the Obligations may at be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any time such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and from time protest to time exceed the amount Borrower of any of the liability Obligations, and also waives notice of such acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder without impairing shall not be affected by (a) the guarantee contained failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Agreement or any of the other Loan Documents or otherwise; (b) any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement, any of the other Loan Documents or any other agreement; (c) the failure of any Lender to exercise any right or remedy against the Borrower; or (d) any release of any Collateral or any other Guarantor. Each Guarantor further agrees that its agreement hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in this Article II favor of the Borrower or affecting any other person. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the rights and remedies invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Lender to assert any claim or demand or to enforce any remedy under this Agreement or under any other Loan Document or any other agreement, by any waiver or modification in respect of any of the Obligations is accelerated thereof, by bankruptcy any default, failure or delay, wilful or otherwise, such maturity shall also be deemed accelerated for in the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term performance of the Credit AgreementObligations, no Obligations may be outstanding. (e) No payment made or by the Borrower, any of the Guarantors, any other guarantor act or omission which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor as a matter of law or equity. Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any other Person part thereof, of principal of or received interest on any Obligation is rescinded or collected must otherwise be restored by the Administrative Agent or any other Secured Party from Lender upon the Borrower, any bankruptcy or reorganization of the Guarantors, Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other guarantor right which the Administrative Agent or any Lender may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, forthwith pay, or cause to be paid, in cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any Obligations, each Lender shall, in a reasonable manner, assign the amount of the Obligations owed to it and so paid to such Guarantor, such assignment to be pro tanto to the extent to which the Obligations in question were discharged by such Guarantor, or make such disposition thereof as such Guarantor shall direct (all without recourse to and without any representation or warranty by any Lender). Upon payment by any Guarantor of any sums as provided above, all rights of such Guarantor against the Borrower or any other Person Guarantor arising as a result thereof by virtue way of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction right of or in payment of the Obligations shall be deemed to modify, reduce, release subrogation or otherwise affect (including the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability rights of such Guarantor hereunder until under the previous and the next paragraphs) shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations are paid to the Lenders. In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law, the Borrower agrees that (a) in full, no Letter of Credit the event a payment shall be outstandingmade by any Guarantor under its Guarantee, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment. Each Guarantor agrees that in the event a payment shall be made by any Guarantor under its Guarantee, and all Permitted Hedging Agreements secured hereby such Guarantor (the "Claiming Guarantor") shall not have been indemnified by the Borrower as provided in the preceding sentence, each other Guarantor (a "Contributing Guarantor") shall indemnify the Claiming Guarantor in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof (or any later date on which it shall have become a Guarantor) and the Credit Agreement and denominator shall be the Aggregate Commitments are terminatedaggregate net worth of all the Guarantors on the date hereof (or, as to any Guarantor, on any later date on which it shall have become a Guarantor).

Guarantee. (a) Each 17.1 In consideration of the Guarantors herebyBanks entering into this Agreement or otherwise providing or continuing to make banking facilities available to the Account Party, jointly or granting time to the Account Party, the Guarantor (as from the date of the Substitution Letter) hereby irrevocably and severally, unconditionally and irrevocably, unconditionally: 17.1.1 guarantees to the Administrative AgentSecurity Trustee the due and punctual payment by the Account Party of all the Outstanding Indebtedness; and 17.1.2 undertakes as primary obligor and not as surety only that, for if and whenever the ratable benefit Account Party fails to pay on the due date any fees as part of the Secured Parties and each of their respective successors, endorsees, transferees and assignsOutstanding Indebtedness, the prompt Guarantor shall pay, or cause to be paid by a member of the Group, such sum on demand to the Security Trustee. 17.2 As a separate and complete payment independent stipulation, the Guarantor hereby irrevocably and performance unconditionally agrees that, if any amounts hereby guaranteed are not recoverable on the footing of a guarantee, whether by reason of any legal limitation, disability or incapacity on or of the Account Party or any other fact or circumstance, whether known to the Security Trustee or the Guarantor or not, then such amounts shall nevertheless be recoverable from the Guarantor as sole or principal debtor and shall be payable by the Borrower and Guarantor on demand. 17.3 If the Guarantors when Guarantor fails to pay on the due date any sum (whether at the stated maturityof principal, by acceleration interest or otherwise) due under this Guarantee, interest will accrue, and become payable upon demand by the Security Trustee, upon the sum unpaid from and including the date upon which it fell due at the Default Rate for periods of such duration as the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations Security Trustee may at any time and determine from time to time exceed time. For so long as the amount default continues such rate of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit interest shall be outstanding and all Permitted Hedging Agreements secured hereby and recalculated on a similar basis at the Credit Agreement and end of each successive period so determined by the Aggregate Commitments Security Trustee. Any such interest which is not paid when due shall be terminated, notwithstanding that from time to time during compounded at the term end of the Credit Agreement, no Obligations may be outstanding. (e) No payment made each such period determined by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable Security Trustee for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedso long as it remains unpaid.

Guarantee. (a) Each of the Guarantors herebyGuarantor, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to each Holder and to the Administrative Agent, for Trustee and its successors and assigns (a) the ratable benefit full ,and Punctual payment of principal of and interest on the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Securities when due (taking into account all applicable grace periods provided hereunder, whether at the stated maturity, by acceleration acceleration, by redemption or otherwise) , and all other monetary obligations of the Obligations. This is a guarantee of payment and not collection Company under this Indenture and the liability of each Guarantor is primary Securities and not secondary. (b) Anything herein or in any the full and punctual performance of all other Loan Document to obligations of the contrary notwithstandingCompany under this Indenture, the maximum liability of each Guarantor hereunder Securities, and under the other Loan Security Documents shall (all the foregoing described in no event exceed (a) and (b) being hereinafter collectively called the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) "Obligations"). Each Guarantor further agrees that the Obligations may at be extended or renewed, in whole or in part, without notice or further assent from the Guarantors, and that such Guarantors will remain bound under this Article 10 notwithstanding any time extension or renewal of any Obligation. Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and from time compliance when due (and not a guarantee of collection) and waives any right to time exceed require that any resort be had by any Holder, the amount Trustee or the Collateral Agent to any security held for payment of the liability Obligations. The Guarantors waive presentation to, demand of such Guarantor hereunder without impairing payment from and protest to the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Company of any of the Obligations is accelerated and also waive notice of any default under the Obligations. The obligations of the Guarantors - hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by bankruptcy reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities, the Security Documents or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, the Security Documents or any other agreement; (d) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Obligations; (f) any change in the ownership of any Guarantor; (g) any default, failure or delay, willful or otherwise, in the performance of the Obligation; or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any mariner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Obligation, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Obligations, (ii) accrued and unpaid interest on such Obligations (but only to the extent not prohibited by law) and (iii) au other monetary Obligations of the Company to the Holders and the Trustee. Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the Guarantor's Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Obligations (whether or not due and payable) shall also be deemed accelerated forthwith become due and payable by the Guarantors for the purpose of this guarantee without demand or notice to such GuarantorSection. The guarantee contained in this Article II shall remain in full force Guarantors also agree, jointly and effect until all the Obligations shall have been satisfied by payment in fullseverally, no Letter of Credit shall be outstanding to pay any and all Permitted Hedging Agreements secured hereby costs and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. expenses (eincluding reasonable attorneys' fees) No payment made incurred by the Borrower, any of the Guarantors, any other guarantor Trustee or any other Person or received or collected by the Administrative Agent or Holder in enforcing any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedrights under this Section.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lender and each of their its respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 11.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 11 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 11 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 11 shall have been satisfied by payment or performance in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Loan Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment payment, of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid or otherwise satisfied in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. 7.01 CHS hereby absolutely and unconditionally guarantees full payment of all Participated Loans; provided, however, that for each calendar year, CHS’ guarantee under this Section 7.01 shall be limited to $50,000,000 (a) Each of the Guarantors hereby“Guarantee”); provided, jointly and severallyhowever, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity aggregate amount of Guarantee payments made by CHS during any of the Obligations is accelerated calendar year exceeds $48,000,000, then ProPartners and CHS shall mutually agree in writing which Participated Loans are repaid pursuant to any remaining Guarantee payments made by bankruptcy or otherwise, CHS for such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or calendar year. 7.02 ProPartners may make a call by written notice to CHS under the Guarantees with respect to any Participated Loan that is subject to a Default for a period of 90 days, and CHS shall pay such Guarantor. The guarantee contained in this Article II shall remain Guarantee payment no later than the tenth business day after CHS’ receipt of such written notice. 7.03 In the event that ProPartners has assumed servicing and collection activities for a Participated Loan pursuant to Section 3.08, CHS hereby agrees that it will not exercise or enforce any right of contribution, reimbursement, recourse or subrogation against a Borrower under such Participated Loan or any collateral securing such Participated Loan unless and until ProPartners has been indefeasibly paid in full force and effect until all amounts owed to it under such Participated Loan. 7.04 Upon the Obligations shall have been satisfied by payment in full, no Letter occurrence of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby a Default under any Participated Loan and the Credit Agreement and continuation of such Default for a period of 90 days, CHS agrees that ProPartners may, at any time, extend payment of such Participated Loan in whole or in part, otherwise change the Aggregate Commitments shall be terminatedterms of payment (including interest rate), notwithstanding that from time accept partial payments, release or impair any collateral security, release or agree not to time during ▇▇▇ any party liable on said Participated Loan and/or take any other actions with respect to such Participated Loan or parties thereto, all without releasing or diminishing any liability of CHS pursuant to the term of the Credit Agreement, no Obligations may be outstandingGuarantee. (e) No payment made by 7.05 The Guarantee of CHS herein is a promise of payment, and not of collection, and CHS waives any right to require ProPartners to bring any action against a Borrower under the Borrower, any of the Guarantors, any other guarantor Participated Loans or against any other Person or received to require that resort be had to any security or collected by credit on the Administrative Agent or any other Secured Party from the books of ProPartners in favor of a Borrower, prior to the fulfillment by CHS of its Guarantee obligations hereunder. 7.06 No delay on the part of ProPartners in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights. In no event shall any modification or waiver of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment provisions of the Obligations Guarantee of CHS hereunder be affected unless in writing nor shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor waiver be applicable except in respect the specific instance for which given. 7.07 The Guarantee of CHS hereunder shall constitute a continuing and irrevocable agreement of guarantee. The Guarantee of CHS shall continue until all amounts owed to ProPartners under the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, Participated Loans have been fully and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedcompletely discharged.

Guarantee. (a) Each of In order to induce the Guarantors herebyAdministrative Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Loans hereunder, jointly and severallyin consideration thereof, Holdings hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsLenders, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee , and Holdings further agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of payment and not collection and counsel) which may be paid or incurred by the liability Administrative Agent or by the Lenders in enforcing, or obtaining advice of each Guarantor is primary and not secondary. (b) Anything herein or counsel in respect of, any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and their rights under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such GuarantorSection 9. The guarantee contained in this Article II Section 9, subject to Section 9.5, shall remain in full force and effect until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstanding. (e) free from any Obligations. Holdings agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Section 9, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Section 9 for such purpose. No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Borrower or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Borrower or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shallHoldings under this Section 9 which, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, shall remain liable for the Obligations up until, subject to the maximum liability of such Guarantor hereunder until Section 9.5, the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Secured Swap Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Secured Swap Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors each Issuer when due (whether at the 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 the Obligations, including all interest, fees, premium and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to any Obligation, whether or not such interest, fees, premium or expenses are enforceable or allowed as a claim in such proceeding. This is a guarantee In furtherance of payment the foregoing and not collection in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Issuer to pay any Obligation when and as the liability same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor is primary hereby jointly and not secondaryseverally promises to and shall forthwith pay, or cause to be paid, to the Trustee for distribution to the applicable Secured Parties in accordance with the Indenture, in cash, the amount of such unpaid Obligation. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Secured Party hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment date (the “Termination Date”) on which this Agreement ceases to be of further effect in full, no Letter accordance with Article XII of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedBase Indenture, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations prior thereto any Issuer may be outstandingfree from any Obligations. (d) The guarantee in this Section 2 is a continuing guarantee and is a guarantee of payment and not merely of collection, and shall apply to all Obligations whenever arising. (e) No payment made by any of the BorrowerIssuers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Trustee or any other Secured Party from the Borrowerany Issuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for Agent and the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, and each Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Agent or any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. This is Guarantee constitutes a guarantee of payment when due and not collection of collection, and each of the liability Guarantors specifically agrees that it shall not be necessary or required that the Agent or any Lender exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Company (or any other Person) before or as a condition to the obligations of each such Guarantor is primary and not secondaryhereunder. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment or payments made by the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter full and all Revolving Credit Commitments and Letters of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are have expired or terminated. (c) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Agent or any Lender on account of its liability hereunder, it will notify the Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors The Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of the Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby that is not back stopped to the satisfaction of the Administrative Agent and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (ec) No payment made by the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Guarantor in respect of the Borrower Obligations or any payment received or collected from such the Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such the Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding that is not back stopped to the satisfaction of the Administrative Agent and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each 11.1. The Guarantor, in consideration of the Guarantors herebyPurchaser entering into this Agreement, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees as primary obligor and not merely as surety to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsPurchaser, the prompt due and complete payment punctual observance and performance by the Borrower Vendor of all the agreements, obligations, commitments and the Guarantors when due undertakings (whether at present or future, actual or contingent) contained in this Agreement (the stated maturity, by acceleration “Guaranteed Obligations”) to the intent that should the Vendor fail to duly and punctually perform or otherwise) discharge any of the Guaranteed Obligations. This is a guarantee , the Guarantor shall forthwith upon demand perform and discharge or procure the performance and discharge of payment and not collection and the liability of each Guarantor is primary and not secondarysuch Guaranteed Obligation. (b) Anything herein 11.2. Should any purported obligation of the Vendor which if valid or enforceable would be the subject of the guarantee in this Clause 11, be or become wholly or in part invalid or unenforceable against the Vendor by reason of any defect in or insufficiency or want of powers of the Vendor or irregular or improper purported exercise thereof or breach or want of authority by any person purporting to act on behalf of the Vendor or because any of the rights have become barred by reason of any legal limitation (save for any statutory limitation period), disability, incapacity or any other Loan Document fact or circumstance whether or not known to the contrary notwithstandingPurchaser, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can nevertheless be guaranteed by such Guarantor under applicable federal and state laws relating liable to the insolvency Purchaser in respect of debtorsthe Guaranteed Obligations as if the same was wholly valid and enforceable. (c) Each 11.3. The guarantee provided by the Guarantor agrees that in this Clause 11 may be enforced against it by the Obligations may Purchaser at any time and from time to time exceed without first making a demand on the amount of Vendor or instituting legal proceedings against the liability of such Guarantor hereunder without impairing Vendor in the guarantee contained first instance or joining in this Article II or affecting the rights and remedies of Vendor as a party in the Administrative Agent or any Secured Party hereundersame proceedings against it. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor11.4. The guarantee contained in this Article II Clause 11 shall be a continuing guarantee and shall remain in full force and effect until all of the Guaranteed Obligations shall have been satisfied by duly performed and discharged in full notwithstanding any intermediate payment in full, no Letter or settlement of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borroweraccount by, any of the Guarantors, merger or consolidation with any other guarantor person of, or the insolvency, liquidation or change in the constitution, control or status of, the Vendor or any other Person matter whatsoever. 11.5. The Guarantor waives any right it may have of first requiring the Purchaser to proceed against or received enforce any other rights or collected by claim payment from any other person before claiming from it under this Clause 11. This waiver applies irrespective of any applicable laws or any provision of this Agreement (or the Administrative Agent other Transaction Documents) or any other Secured Party from agreement entered into pursuant to this Agreement to the Borrower, contrary. 11.6. The Guarantor's liabilities under Clause 11 are not affected by any of arrangement which the Guarantors, any other guarantor Purchaser may make with the Vendor or any other Person by virtue of any action with another person which (but for this Clause 11) might operate to diminish 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 Obligations shall be deemed to modify, reduce, release or otherwise affect discharge the liability of any Guarantor hereunder which shallor otherwise provide a defence to a surety. 11.7. For the avoidance of doubt, notwithstanding any such payment (other than any payment made by such the liability of the Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up is subject to the maximum liability same limitations and qualifications as applicable to the Vendor as set out in Clause 9 of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit this Agreement and the Aggregate Commitments are terminatedmutatis mutandis.

Guarantee. (a) Each of Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guarantors herebySecured Parties, jointly with the other Guarantors and severally, unconditionally as a primary obligor and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsnot merely as a surety, the prompt due and complete punctual payment and performance of the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrower or any other Grantor of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. Each Guarantor hereby further jointly and severally agrees that if the Guarantors Borrower shall fail to pay in full when due (whether at the stated maturity, by acceleration or otherwise) any of the Obligations. This is a guarantee , such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment and not collection and or renewal of any of the liability 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 each Guarantor is primary and not secondarysuch extension or renewal. (b) Anything herein or in Notwithstanding any other Loan Document provision of this Agreement to the contrary notwithstandingcontrary, the maximum liability of it is intended that this Agreement, and any Liens granted hereunder by each Guarantor hereunder to secure the obligations and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating liabilities arising pursuant to the insolvency of debtors. this Agreement, not constitute a “Fraudulent Conveyance” (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each as defined below). Consequently, each Guarantor agrees that if this Agreement, or any Liens securing the maturity obligations and liabilities arising pursuant to this Agreement, would, but for the application of this sentence and taking into account the provisions of Section 5.02, constitute a Fraudulent Conveyance, this Agreement and each such Lien shall be valid and enforceable only to the maximum extent that would not cause this Agreement or such Lien to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance or fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of the Obligations is accelerated by bankruptcy any state, nation or otherwiseother governmental unit, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained as in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingtime. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly 1.1 The Guarantor hereby irrevocably and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Counterparty the due and punctual immediate payment of a sum equal to the Credit 1.2 The Guarantor as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 1.1 agrees to indemnify and keep indemnified the Counterparty in full and on demand against the Guaranteed Obligations not being recoverable for the ratable benefit any reason or any failure of the Secured Parties and each Obligor to perform or discharge any of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration its obligations or otherwise) liabilities in respect of the Guaranteed Obligations. This is a guarantee of payment and Provided however, that this indemnity shall be limited to the amount that the Guarantor would have been liable for (subject to the cap in clause 2.6) had the Guaranteed Obligations not collection and the liability of each Guarantor is primary and not secondarybeen void or unenforceable. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) 1.3 Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the BorrowerGuarantor under this Guarantee shall be made in full in pounds sterling, without set-off, and free and clear of all deductions or withholdings of any of kind, except for those required by law, and if any deduction or withholding must be made by law, the Guarantors, any other guarantor Guarantor shall pay that additional amount which is necessary to ensure that the Counterparty receives a net amount equal to the full amount which it would have received if the payment had been made without the deduction or any other Person or received or collected withholding. 1.4 If demand for payment is made by the Administrative Agent or Counterparty hereunder and the Counterparty's written demand conforms to the terms and conditions hereof, payment shall be made to the Counterparty no later than five (5) Business Days after the date the demand is received by the Guarantor. 1.5 If the Guarantor fails to make any other Secured Party from payment due to the BorrowerCounterparty under this Guarantee by the due date for payment, any in accordance with the terms of clause 1.3 above, the Guarantors, any other guarantor or any other Person by virtue Guarantor shall pay interest on the overdue amount at the rate of any action or proceeding or any set-off or appropriation or application at any time or four (4) per cent per annum above the Bank Base Rate from time to time in reduction of or in time. Interest shall accrue on a daily basis from the due date until actual payment of the Obligations ovetdue amount, whether before or after judgment. 1.6 The Guarantor agrees to be bound by any decision made in accordance with the dispute resolution procedure contained within the Business Terms as to the amount payable to the Counterparty by the Obligor under the Contract and that such decision shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable conclusive evidence for the Obligations up to the maximum liability purposes of this Guarantee that such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, amount is due and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedpayable.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Borrowers and the Guarantors each other Loan Party when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under any applicable federal and state laws Law relating to fraudulent conveyances, fraudulent transfers, or the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 10.02). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of the liability of such Guarantor hereunder under Section 10.01(b) without impairing the guarantee contained in this Article II 10 or affecting the rights and remedies of the Administrative Agent or any Secured Party Parties hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II 10 shall remain in full force and effect until all the Obligations (other than any contingent indemnification obligations not then due) shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby (except to the extent that the Letters of Credit have been Cash Collateralized or otherwise supported, in each case, on terms satisfactory to the Administrative Agent), and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by the BorrowerBorrowers, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the BorrowerBorrowers, any of the Guarantors, any other guarantor 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 Obligations shall be deemed to modify, reduce, release release, modify or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (other than any contingent indemnification obligations not then due) are paid in full, no Letter of Credit shall be outstandingoutstanding (except to the extent that the Letters of Credit have been Cash Collateralized or otherwise supported, in each case, on terms satisfactory to the Administrative Agent), and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each Guarantor hereby fully and unconditionally guarantees (the “Guarantee”) to each Holder of the Guarantors herebyapplicable series of Securities, jointly the due and severallypunctual payment of the principal of (and premium, unconditionally if any, on) and irrevocablyinterest (including, guarantees in case of default, interest on principal and, to the Administrative Agentextent permitted by applicable law, for on overdue interest and including any additional interest required to be paid according to the ratable benefit terms of such series of Securities), if any, on each Security of such series, when and as the Secured Parties same shall become due and each of their respective successorspayable, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturityMaturity, by acceleration upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise) , according to the terms of the Securities of such series and of this Indenture (the “Guarantor Obligations”). This In case of the failure of the Company or any successor thereto punctually to pay any such principal, premium or interest payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Company. Each Guarantor agrees that the Guarantee is a guarantee of payment and not collection merely of collection. Each Guarantor further agrees that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor, and the liability of each that such Guarantor is primary and not secondaryshall remain bound under this Guarantee notwithstanding any such extension or renewal. (b) Anything herein Each Guarantor hereby agrees that its Guarantor Obligations hereunder shall be as if it were principal debtor and not merely surety and shall be absolute and unconditional, irrespective of the identity of the Company, the validity, regularity or in enforceability of the Securities of the applicable series or this Indenture, the absence of any action to enforce the same, any waiver, forbearance or consent by the Holder of any Security of such series with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, or any other Loan Document circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. Each Guarantor hereby 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 contrary notwithstandingCompany, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of its obligations contained in the maximum liability Securities of each Guarantor hereunder such series and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsthis Guarantee. (c) Each Guarantor hereby agrees that that, in the Obligations may at event of a default in payment of principal or premium, if any, or interest on any time and from time to time exceed the amount Security of the liability applicable series, whether at its Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Holder of any Security of such series, subject to the terms and conditions set forth in the Securities of such series and this Indenture, directly against such Guarantor hereunder to enforce its Guarantee without impairing first proceeding against the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunderCompany. (d) Each Guarantor agrees that if If any Holder of Securities of the maturity applicable series, the Trustee or any Paying Agent is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any such Guarantor, any amount paid in respect of a Security of such series by any of them to the Obligations is accelerated by bankruptcy Trustee, any Paying Agent or otherwisesuch Holder, such maturity shall also be deemed accelerated for this Guarantee, to the purpose of this guarantee without demand or notice extent theretofore discharged with respect to such Guarantor. The guarantee contained series of Securities, shall be reinstated in this Article II full force and effect. (e) This Guarantee shall remain in full force and effect until and continue to be effective should any petition be filed by or against the Company for liquidation, 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 the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term or any significant part of the Credit AgreementCompany’s assets, no Obligations and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be outstanding. (e) No payment made by the Borrowerbe, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application if at any time or from time to time in reduction payment and performance of or in payment any Security of the Obligations shall applicable series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be deemed to modifyrestored or returned by any obligee on any Security of such series, reducewhether as a “voidable preference”, release “fraudulent transfer” or otherwise affect otherwise, all as though such payment or performance had not been made. In the liability event that any payment or any part thereof is rescinded, reduced, restored or returned, any Security of any Guarantor hereunder which such series shall, notwithstanding any such payment (other than any payment made to the fullest extent permitted by law, be reinstated and deemed reduced only by such Guarantor in respect of the Obligations amount paid and not so rescinded, reduced, restored or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedreturned.