Common use of Parent Guaranty Clause in Contracts

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary GuarantyREIT hereby irrevocably, absolutely and unconditionally guaranties guarantees as primary obligors and not as surety to each holder of any Note or Notes at any time outstanding the holders from time to time of the Notes: (i) the full and prompt payment in full, in Dollars, when due (whether at stated maturity, by acceleration, by mandatory or optional prepayment or otherwise) of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or and interest on the Notes (including interest on any overdue principal and Make-Whole Amount (if any) and interest at the Default Rate (if any) and interest accruing at the then applicable rate set forth provided in the NotesNotes after the filing of any petition in bankruptcy, or the commencement of any insolvency reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes other Note Documents to any holder (includingincluding costs, expenses and taxes) (such payments being herein collectively called the “Guaranteed Obligations”). The Parent REIT hereby further agrees that if the Company shall default in the payment of any of the Guaranteed Obligations (after giving effect to all applicable grace and cure periods), the Parent REIT will (x) promptly pay the same, without limitationany demand or notice whatsoever, costs and expenses), (ii) that in the full and prompt performance and observance by the Issuer case of each and all any extension of time of payment or renewal of any of the obligationsGuaranteed Obligations, covenants and agreements required to the same will be performed promptly paid in full when due (whether at extended maturity, by acceleration, by mandatory prepayment or observed by the Issuer under otherwise) in accordance with the terms of the Notes and this Agreement such extension or renewal and (iiiy) pay to the full and prompt payment, upon demand by any holder of any Note such amounts, to the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if anyextent lawful, as shall have been expended be sufficient to pay the costs and expenses of collection or incurred in the protection or enforcement of otherwise enforcing any right or privilege of such holder’s rights under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreementincluding reasonable counsel fees. The guaranty All obligations of the Notes herein provided for is a guaranty Parent REIT under this Section 13 shall be referred to as the “Parent Guaranty” and shall survive the transfer of any Note. Any obligations of the immediate and timely Parent REIT under this Section 13 with respect to which the underlying obligation of the Company is expressly stated to survive payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and any Note shall not be deemed to be a guaranty only of the collectability also survive payment of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableNote.

Parent Guaranty. The Parent hereby, jointly and severally, together with hereby guarantees (the Subsidiary Guarantors under undertaking of Parent contained in this Article 16 being the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i“Parent Guarantee”) the full and prompt punctual payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payabledue, whether by lapse of timeat stated maturity, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notesotherwise, of all costs Obligations of Walgreens and expenses, legal each Designated Borrower now or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege hereafter existing under the Notes or this Agreement, includingwhether for principal, without limitationinterest, fees, expenses or otherwise, which Obligations shall include such indebtedness, obligations, and liabilities which may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against Parent, Walgreens or any Designated Borrower under any Debtor Relief Laws, and shall include interest that accrues after the commencement of any proceeding under any Debtor Relief Laws (such obligations, collectively, being the “Subsidiary Borrower Obligations”), and any and all expenses (including counsel fees and expenses) incurred by the Administrative Agent or the Lenders in enforcing any consultation or action in connection therewith, subject to rights under the limitations set forth in Section 15.1 of this AgreementParent Guarantee. The guaranty of the Notes herein provided for Parent Guarantee is a guaranty of the immediate payment and timely payment not of the principal and interest on the Notes collection. Parent agrees that, as between Parent and the Make-Whole Amount (if any) as and when Administrative Agent, the same are Subsidiary Borrower Obligations may be declared to be due and payable and shall not be deemed to be a guaranty only for purposes of the collectability Parent Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards Walgreens or any Designated Borrower and that in the event of such payments a declaration or attempted declaration, the Subsidiary Borrower Obligations shall immediately become due and therefore each holder payable by Parent for purposes of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payableGuarantee.

Parent Guaranty. (a) The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Guarantor hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated (including interest accruing or becoming owing both prior to and subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Parent Guarantor or the Company) and the Make-Whole Amount or Modified Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount or Modified Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and on payment of additional amounts described in Section 13 and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes (including, without limitation, costs costs, expenses and expensestaxes), (ii) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount or Modified Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Guarantor directly upon such principal, interest and Make-Whole Amount or Modified Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The At any time on or after the Closing Date, Parent herebyis a guarantor of any Indebtedness (except Indebtedness incurred hereunder) of Borrower or any of its Subsidiaries, jointly and severallyParent does not execute and deliver the Parent Guaranty within the time period required by Section 5.9(f), together or fails to take such other actions or deliver such other documents as are reasonably requested by the Administrative Agent in accordance with Section 5.9(f); THEN, (1)(a) upon the occurrence of any Event of Default described in Section 7.1(f) or 7.1(g), automatically, and (b) upon the occurrence of any other Event of Default (other than an Event of Default described in Section 7.1(c) relating to Section 6.1), at the request of (or with the Subsidiary Guarantors under consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Subsidiary GuarantyRevolving Commitments, absolutely if any, of each Lender having such Revolving Commitments and unconditionally guaranties the obligation of Issuing Banks to the holders from time to time issue any Letter of Credit shall immediately terminate; (B) each of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether by lapse any beneficiary under any such Letter of timeCredit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided that, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all Liens and security interests created pursuant to Security Documents; and (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 7.1(f) and 7.1(g) to pay) to Administrative Agent such additional amounts of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time and (2) upon the occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, at the request of (or with the consent of) Requisite Revolving Lenders, upon redemption or prepayment, notice to Borrower by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses)Administrative Agent, (iiA) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expensesRevolving Commitments, if any, as of each Lender having Revolving Commitments and the obligation of Issuing Banks to issue any Letter of Credit shall have been expended immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or incurred in the protection or enforcement other requirements of any right or privilege under kind, all of which are hereby expressly waived by each Loan Party: (I) the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 unpaid principal amount of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and accrued interest on the Notes Revolving Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations related to the Make-Whole Amount (if any) as and when Revolving Commitments, Revolving Loans or Letters of Credit; provided that, the same are due and payable and foregoing shall not be deemed affect in any way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may enforce any and all rights and remedies relating to the Revolving Loans, Revolving Commitments or Letters of Credit and upon the direction of Requisite Lenders may enforce any and all Liens and security interests created pursuant to the Security Documents; and (D) Administrative Agent shall direct Borrower to pay to Administrative Agent such additional amounts of cash, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time and (3) upon the occurrence of any Event of Default described in Section 7.1(c) relating to Section 6.1, upon and after the exercise of a guaranty only Financial Covenant Remedy, at the request of (or with the consent of) Requisite Term Lenders, upon notice to Borrower by Administrative Agent, (A) each of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Term Loans, and (II) all other Obligations; provided that, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); and (B) Administrative Agent may enforce any and all Liens and security interests created pursuant to Security Documents.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, hereby absolutely and unconditionally guaranties guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Borrower to the holders from time to time Administrative Agent and the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under Debtor Relief Laws, and including interest that accrues after the commencement by or against the Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Notes: Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent, and conclusive (iabsent manifest error) for the full and prompt payment purpose of establishing the amount of the principal Guaranteed Obligations. This Parent Guaranty shall not, to the fullest extent permitted by applicable Law, be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to the fullest extent permitted by applicable Law, any defenses it may now have or hereafter acquire in any way relating to any or all of the Notes and foregoing other than the defense of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth payment in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecash.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx sxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) Financing Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement) of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would become payable), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financing Documents (all such principal, subject premium, interest, liabilities, indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of the immediate prompt payment and timely payment performance and not of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecollection.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Corporation hereby absolutely and unconditionally guaranties guarantees to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ ' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx sue the Parent Corporation directly upon such principal, interest xxterest and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) Financing Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement) of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financial Documents (all such principal, subject premium, interest, liabilities, indebtedness and obligations under this clause (i) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of the immediate prompt payment and timely payment performance and not of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecollection.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make---Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make---Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make---Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make---Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Corporation hereby absolutely and unconditionally guaranties to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and stipulated, the Make-Whole Amount (if any)) and all other amounts payable thereunder, when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement ; and (iiib) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this the Note Purchase Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any), other amounts (if any) and all costs and expenses described above as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Corporation directly upon such principal, interest and interest, Make-Whole Amount (if any) and costs and expenses becoming so due and payable. Notwithstanding the foregoing, as set forth in Section 2.2(b) of the Note Purchase Agreement, if the Issuer consolidates, merges or otherwise combines with Northern in accordance with Section 10.4 of the Note Purchase Agreement, the Issuer’s obligations under the Note Purchase Agreement and the Notes shall be automatically assumed by Northern, and upon such assumption, this Parent Guaranty shall terminate and the Parent Corporation shall be automatically discharged and released from all of its obligations hereunder without further action on the part of the Issuer, the Parent Corporation or the holders of the Notes.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, hereby absolutely and unconditionally guaranties guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all existing and future indebtedness and liabilities of every kind, nature and character, direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary and whether for principal, interest, premiums, fees indemnities, damages, costs, expenses or otherwise, of the Designated Borrowers to the holders from time to time Administrative Agent, the L/C Issuers and the Lenders arising hereunder and under the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Administrative Agent, the L/C Issuers or the Lenders in connection with the collection or enforcement thereof), and whether recovery upon such indebtedness and liabilities may be or hereafter become unenforceable or shall be an allowed or disallowed claim under any proceeding or case commenced by or against the Parent or the other Loan Parties under Debtor Relief Laws, and including interest that accrues after the commencement by or against any Borrower of any proceeding under any Debtor Relief Laws (collectively, the “Guaranteed Obligations”). The Administrative Agent’s books and records showing the amount of the Notes: Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the Parent, and conclusive (iabsent manifest error) for the full and prompt payment purpose of establishing the amount of the principal Guaranteed Obligations. This Parent Guaranty shall not, to the fullest extent permitted 101 by applicable law, be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the Parent under this Parent Guaranty other than the defense of payment in full in cash, and the Parent hereby irrevocably waives, to the fullest extent permitted by applicable law, any defenses it may now have or hereafter acquire in any way relating to any or all of the Notes and foregoing other than the defense of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth payment in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (ii) the full and prompt performance and observance by the Issuer of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to the limitations set forth in Section 15.1 of this Agreement. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecash.

Parent Guaranty. The Parent Guarantors hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties guarantee to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due CP Limited Partnership Amended and Restated Note Purchase Agreement and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including reasonable attorneys’ ' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the sue either Parent Guarantor directly upon such principal, interest intexxxt and Make-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. The Parent hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, Guarantor hereby absolutely and unconditionally guaranties guarantees to the holders from time to time of the Notes: (ia) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes (including, without limitation, costs and expenses), (iib) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement the Note Purchase Agreements, and (iiic) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ ' fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreementthe Note Purchase Agreements, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx sue the Parent Guarantor directly upon such principal, interest and MakeMxxx-Whole Amount (if any) becoming so due and payable.

Parent Guaranty. (a) The Parent herebyGuarantor, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guarantyirrevocably, absolutely and unconditionally guaranties un-conditionally guarantees as a primary obligor and not merely as surety to the holders from time to time of the Notes: (i) Financing Parties the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise pursuant to the terms of each Credit Agreement), without any demand or notice whatsoever, of (x) the principal of all of of, premium, if any, and interest on the Notes and of the interest thereon at the rate therein stipulated issued by, and the Make-Whole Amount Loans made to, the Borrower under each Credit Agreement and (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceabley) interest due on overdue payments of principal, Make-Whole Amount (if any) or interest at the rate set forth in the Notes) and all other amounts from time to time owing by the Issuer under this Agreement and under the Notes payment obligations (including, without limitation, costs and expensesobligations which, but for the effect of any bankruptcy, insolvency, receivership or similar proceeding, would become payable), (ii) the full liabilities and prompt performance and observance indebtedness owing by the Issuer of Borrower to the Financing Parties under each and all of Financing Document to which the obligations, covenants and agreements required to be performed or observed by the Issuer under the terms of the Notes and this Agreement and Borrower is a party (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, indemnities, fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in each Credit Agreement, whether or not such interest is an allowed claim in any consultation such proceeding)), whether now existing or action hereafter incurred under, arising out of or in connection therewithwith each such Financing Document and the due performance and compliance by the Borrower with all of its payment obligations in all such Financing Documents (all such obligations under this clause (a) being herein collectively called the “Guaranteed Obligations”); The Parent Guarantor understands, subject agrees and confirms that the Financing Parties may, in accordance with Section 9, enforce this Parent Guaranty up to the limitations set forth in Section 15.1 of this Agreement. The guaranty full amount of the Notes herein provided Guaranteed Obligations against the Parent Guarantor without proceeding against the Borrower or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Parent Guaranty is a guaranty of the immediate prompt payment and timely payment performance and not of the principal and interest on the Notes and the Make-Whole Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability of such payments and therefore each holder of the Notes may xxx the Parent directly upon such principal, interest and Make-Whole Amount (if any) becoming so due and payablecollection.

Parent Guaranty. (a) The Parent Guarantor hereby, jointly and severally, together with the Subsidiary Guarantors under the Subsidiary Guaranty, absolutely and unconditionally guaranties to the holders from time to time of the Notes: (i) the full and prompt payment of the principal of all of the Notes and of the interest thereon at the rate therein stipulated and the Make-Whole Amount and Swap Reimbursement Amount (if any), when and as the same shall become due and payable, whether by lapse of time, upon redemption or prepayment, by extension or by acceleration or declaration, or otherwise (including (to the extent legally enforceable) interest due on overdue payments of principal, Make-Whole Amount and Swap Reimbursement Amount (if any) or interest at the rate set forth in the Notes) and on payment of additional amounts described in Section 13 and all other amounts from time to time owing by the Issuer Company under this Agreement and under the Notes (including, without limitation, costs costs, expenses and expensestaxes), (ii) the full and prompt performance and observance by the Issuer Company of each and all of the obligations, covenants and agreements required to be performed or observed by the Issuer Company under the terms of the Notes and this Agreement Agreement, and (iii) the full and prompt payment, upon demand by any holder of the Notes, of all costs and expenses, legal or otherwise (including attorneys’ fees) and such expenses, if any, as shall have been expended or incurred in the protection or enforcement of any right or privilege under the Notes or this Agreement, including, without limitation, in any consultation or action in connection therewith, subject to and in each and every case irrespective of the limitations set forth in Section 15.1 validity, regularity, or enforcement of any of the Notes or this AgreementAgreement or any of the terms thereof or of any other like circumstance or circumstances. The guaranty of the Notes herein provided for is a guaranty of the immediate and timely payment of the principal and interest on the Notes and the Make-Whole Amount and Swap Reimbursement Amount (if any) as and when the same are due and payable and shall not be deemed to be a guaranty only of the collectability collectibility of such payments and therefore that in consequence thereof each holder of the Notes may xxx the Parent Guarantor directly upon such principal, interest and Make-Whole Amount and Swap Reimbursement Amount (if any) becoming so due and payable.