Common use of The Guarantee Clause in Contracts

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees Guarantors hereby, jointly and severally, guarantee to each Holder of a Security authenticated Secured Party as hereinafter provided, as primary obligor and delivered by not merely as surety, the Trustee the due payment and punctual payment performance of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the Secured Obligations in full in cash when due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturitystated maturity, as a mandatory prepayment, by acceleration, redemption, repayment as a mandatory cash collateralization or otherwise) strictly in accordance with the terms hereof and thereof. Each Guarantor hereby further jointly and severally agrees that if any of the Secured Obligations are not paid in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Each Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations , and by its acceptance of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationthis Guaranty, the Guarantor shall automatically assumeAdministrative Agent and each other Secured Party, without any action by hereby confirms that it is the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption intention of all such rights and obligations of the Company, Persons that this Guaranty and the Company Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be released from its liabilities hereunder and under such Securities limited to the maximum amount as obligor on will result in the Securities Obligations of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to under this Guaranty not constituting a Series of Securities and fraudulent transfer or conveyance under the Securities of such Series if, applicable law after giving full effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such Guarantor’s contribution rights and obligations of the Company and the Company shall be released from its but before taking into account any liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities any other guarantee of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesGuarantor.

The Guarantee. (a) The Guarantor Each Borrower hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated the Administrative Agent and delivered by the Trustee Lenders and their respective successors and permitted assigns the due and punctual payment by, and performance of, the Guaranteed Obligations (including interest accruing on and after the filing of any petition in bankruptcy or of reorganization of the principal ofobligor whether or not post filing interest is allowed in such proceeding) by each other Borrower. Each Borrower further agrees that the Guaranteed Obligations may be increased, any premium and interest onextended or renewed, in whole or in part, without notice or further assent from it (except as may be otherwise required herein), and it will remain bound upon this Guaranty notwithstanding any Additional Amounts with respect to such Security and the due and punctual payment extension or renewal of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionGuaranteed Obligations. (b) The Guarantor’s obligations hereunder Each Borrower further agrees that this Guaranty is a continuing guaranty, shall rank pari passu with all other senior unsecured debt obligations secure the Guaranteed Obligations and any ultimate balance thereof, notwithstanding that any of the Guarantor (Borrowers or any other than Persons may from time to time satisfy the Guaranteed Obligations in whole or in part and thereafter incur further Guaranteed Obligations, and that this Guaranty constitutes a guaranty of performance and of payment when due and not just of collection, and waives any obligations preferred right to require that any resort be had by statute the Administrative Agent or by operation any Lender to any security held for payment of law)the Guaranteed Obligations or to any balance of any deposit, account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower, or to any other Person. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases Each Borrower hereby expressly assumes all responsibilities to be a Subsidiary remain informed of the Guarantor; provided, however, that immediately prior to such termination, financial condition of each other Borrower and any other guarantors of the Guarantor shall automatically assume, without Guaranteed Obligations and any action by circumstances affecting the Holders Collateral (including the Pledged Securities) or the Trustee or any further action on behalf ability of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect each other Borrower to all the Securities and the performance of every obligation in perform under this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesCredit Agreement. (d) The Guarantor mayEach Borrower’s obligations under the Guaranty shall not be affected by the genuineness, without the consent validity, regularity or enforceability of the HoldersGuaranteed Obligations, assume all the Notes or any other instrument evidencing any Guaranteed Obligations, or by the existence, validity, enforceability, perfection, or extent of any collateral therefor or by any other circumstance relating to the rights Guaranteed Obligations which might otherwise constitute a defense to this Article 11. The Administrative Agent and obligations of the Company hereunder Lenders make no representation or warranty with respect to a Series of Securities any such circumstances and under the Securities of such Series if, after giving effect have no duty or responsibility whatsoever to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder any Borrower with respect to a Series of Securities the management and under the Securities of such Series if, upon a default by the Company in the due and punctual payment maintenance of the principal of, Guaranteed Obligations or any premium and interest on and any Additional Amounts with respect to all such Securities, collateral security for the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesGuaranteed Obligations.

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

The Guarantee. (a) The Each Guarantor hereby unconditionally jointly and severally, unconditionally, absolutely and irrevocably guarantees to each Holder of a Security authenticated and delivered by the Trustee the due full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of all amounts payable by ACE under or in connection with the Loan Documents (including any upfront fee payable pursuant to any fee letter between ACE and the Bank), including the principal of, any premium of and interest on(including, to the greatest extent permitted by law, post-petition interest) on reimbursement obligations and any Additional Amounts Advances owing by ACE pursuant to the Facility Agreement with respect to such Security LOCs, and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and all fees, expenses, indemnities or any other amounts obligations, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, or due or to become due (collectively, the “Guaranteed Obligations”). Upon failure by ACE to pay punctually any Guaranteed Obligation, each Guarantor agrees to pay forthwith on demand the amount not so paid at the place and in the manner specified in the Facility Agreement as if it was a principal obligor. Any amount payable hereunder shall be paid in the currency due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionFacility Agreement. (b) The Each Guarantor’s obligations hereunder shall rank pari passu with , and by its acceptance of this Guarantee, the Bank, hereby confirms that it is the intention of all other senior unsecured debt such Persons that this Guarantee and the obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guarantee and the obligations of each Guarantor (other than hereunder. To effectuate the foregoing intention, the Bank and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under this Guarantee at any time shall be limited to the maximum amount as will result in the obligations preferred by statute of such Guarantor under this Guarantee not constituting a fraudulent transfer or by operation of law)conveyance. (c) The Guarantor’s Each Guarantor jointly and severally, unconditionally and irrevocably agrees with the Bank that if any obligation guaranteed by it is or becomes void, voidable, unenforceable, invalid, illegal, or ineffective it will, as an independent and primary obligation, indemnify the Bank immediately on demand against any cost, loss or liability it incurs as a result of ACE not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities Loan Documents on the part of date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the Company amount it would have had to be performed or observed with the same effect as pay under this Guarantee if the Guarantor amount claimed had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor recoverable on the Securities basis of such Seriesa guarantee. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Guarantor hereby unconditionally guarantees jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Holder of a Security authenticated Secured Party and delivered their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, any premium and interest onthe Borrower (other than such Guarantor), and any Additional Amounts all other Obligations (other than with respect to any Guarantor, Excluded Swap Obligations of such Security Guarantor) from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to Guaranteed Obligations, the terms of such Security and any other amounts due under this Indenture, when and as Guarantors will promptly pay the same shall become in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indentureextension or renewal. In case Without limiting the generality of the failure of foregoing, the Company punctually to pay Guaranteed Obligations shall include any such principalindebtedness, premiumobligations and liabilities, interestor portion thereof, Additional Amounts, sinking fund payment which may be or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall hereafter become due and payable, whether at Maturity, upon acceleration, redemption, repayment unenforceable or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute compromised or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and an allowed or disallowed claim under such Securities as obligor on any proceeding or case commenced by or against the Securities of such SeriesBorrower under any Debtor Relief Laws. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Guarantor hereby unconditionally guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Holder Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of a Security authenticated (1) the principal of and delivered interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Trustee Lenders to the due Borrower, (ii) the Incremental Term Loans and punctual payment Loans under Incremental Revolving Credit Commitment Increases made by the Incremental Term Lenders or Incremental Revolving Credit Lenders to the Borrower, (iii) the other Term Loans and other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of the principal ofBorrower, if any, (2) each Designated Acquisition Swingline Loan and (3) all other Obligations from time to time owing to the Secured Parties by the Borrower or the borrower of any premium Designated Acquisition Swingline Loan (such obligations under clauses (1) and interest on(2) being herein collectively called the “Guarantor Obligations”). Each Guarantor hereby jointly and severally agrees that, if the Borrower or the borrower of any Designated Acquisition Swingline Loan shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guarantor Obligations, such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureGuarantor Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder Each of a Security authenticated and delivered by Holdings, the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security Subsidiary Guarantors and any other amounts Person that becomes a Subsidiary Guarantor after the Closing Date hereby guarantees to the Agent and the Lenders, and their respective successors, endorsees, transferees and assigns, the full and prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Agent and the Lenders under or in connection with this Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under this IndentureAgreement and all other amounts payable by the Borrower to the Agent and the Lenders hereunder or in connection herewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, when debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any insolvency proceeding and including interest that accrues after the commencement by or against any Credit Party or any of its Subsidiaries of any insolvency proceeding naming such Credit Party or such Subsidiary as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, debtor in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Companyinsolvency proceeding. The aforesaid Guarantee is one of payment foregoing indebtedness, liabilities and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (Borrower, and all other than any indebtedness, liabilities and obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a paid or performed by Holdings and/or the Subsidiary of Guarantors in connection with this Section shall hereinafter be collectively referred to as the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series“Guaranteed Obligations. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.”

The Guarantee. (a) The Guarantor In order to induce the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders to enter into this Agreement and to extend credit hereunder, and to induce the other Guaranteed Creditors to enter into Secured Bank Product Obligations in recognition of the direct benefits to be received by each Credit Party from the proceeds of the Revolving Loans and the entering into of such Secured Bank Product Obligations, each Credit Party hereby agrees with the Guaranteed Creditors as follows: until the Payment in Full Date, each Credit Party hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated (other than its own Obligations) as primary obligor and delivered by not merely as surety the Trustee the due full and punctual prompt payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payabledue, whether at Maturityupon maturity, by acceleration, redemption, repayment acceleration or otherwise, in accordance with the terms of such Security any and of this Indenture. In case all of the failure Obligations to the Guaranteed Creditors. If any or all of the Company punctually Obligations of any Credit Party to the Guaranteed Creditors becomes due and payable hereunder, such Credit Party, unconditionally and irrevocably, promises to pay such Obligations to the Administrative Agent and/or the other Guaranteed Creditors or order, on demand, together with any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to and all expenses which may be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made incurred by the CompanyAdministrative Agent and the other Guaranteed Creditors in collecting any of the Obligations. The aforesaid This Credit Party Guarantee is one a guarantee of payment and not of collection. (b) The Guarantor’s obligations hereunder . Until the Payment in Full Date, this Credit Party Guarantee is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall rank pari passu with all other senior unsecured debt obligations be conclusively presumed to have been created in reliance hereon. If a claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guarantor (other than Obligations and any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; providedaforesaid payees repays all or part of said amount by reason of (i) any judgment, however, that immediately prior to decree or order of any court or administrative body having jurisdiction over such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee payee or any further action on behalf of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Guaranteed Party), then and in such event the Guarantorrespective Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Credit Party, notwithstanding any revocation of this Credit Party Guarantee or any other instrument evidencing any liability of any Guaranteed Party, and each Credit Party shall be and remain liable to the due and punctual payment of aforesaid payees hereunder for the principal of, any premium and interest on and any Additional Amounts with respect amount so repaid or recovered to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect extent as if the Guarantor such amount had never originally been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented received by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result payee until the Payment in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesFull Date.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureSecurity, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, Amounts or sinking fund payment or other amountpayment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Individual Guarantor hereby hereby, as a primary obligor and not merely as a surety, unconditionally and irrevocably, jointly and severally with each other Guarantor, guarantees to each Holder the Collateral Agent for the ratable benefit of a Security authenticated the Secured Parties and delivered by their respective permitted successors, indorsees, transferees and assigns, the Trustee the due full and punctual payment and performance when due (whether at stated maturity, upon acceleration or otherwise) of the Secured Obligations, including, without limitation, (i) the principal of, any premium of and interest on, on the Term Loans made to the Borrower pursuant to the Credit Agreement and (ii) all other amounts (including all interest and expenses accrued or incurred subsequent to the commencement of any Additional Amounts bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such Security interest or expenses are allowed as a claim in such proceeding) payable by the Borrower or any other Guarantor under the Credit Agreement and the due and punctual payment of the sinking fund payments other Loan Documents (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of foregoing being referred to collectively as the Company hereunder with respect to a Series of Securities and under the Securities of such Series if“Guaranteed Obligations”); provided that, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumptionin any case, the term Guaranteed Obligations as used herein shall (x) not include any Hedging and Cash Management Obligations, including Hedging and Cash Management Obligations of any other Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(ay) with respect to such Series principal amount and interest rate (including, without limitation, any Default Interest) and Obligations pursuant to Section 9.03 of Securitiesthe Credit Agreement, be defined and calculated based on the definitions in and terms of the Credit Agreement and other Loan Documents as of the date hereof unless otherwise acknowledged by the Individual Guarantor. Such assumption The Individual Guarantor agrees that he shall result forthwith on demand pay any Guaranteed Obligations at the place and in the Securities manner specified in the Credit Agreement or the relevant other Loan Document, as the case may be. The Individual Guarantor hereby agrees that this Guarantee is an absolute, irrevocable, joint and several and unconditional Guarantee of payment and is not a Guarantee of collection. Notwithstanding anything to the contrary in this Guarantee, in the event that the Borrower or any other Guarantor receives a waiver under the Credit Agreement or the other Loan Documents for a failure to pay any amount or perform any obligation thereunder, then any such Series becoming waiver shall also apply to any of Individual Guarantor’s obligations under this Guarantee with respect to the direct obligations of the Guarantor same. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the termination of this Guarantee in accordance with Section 5, unless reinstated in accordance with Section 5, (b) be effected without binding upon the consent of the Holders of the Securities of any Series. Upon such an assumptionIndividual Guarantor, the Guarantor shall execute a supplemental indenture evidencing its assumption Individual Guarantor’s successors and permitted assigns, including without limitation, the Individual Guarantor’s estate and (c) inure to the benefit of all such rights and obligations of be enforceable by the CompanySecured Parties, the Collateral Agent and the Company shall be released from its liabilities hereunder their successors, transferees and under such Securities as obligor on the Securities of such Seriespermitted assigns.

The Guarantee. (a) The Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due full and punctual payment of (i) the principal ofObligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other amounts payable by the Borrower from time to time to any of the Lenders, the Collateral Agent, the Administrative Agent, any premium Issuing Bank or the Secured Hedging Counterparties (together, the “Guaranteed Parties”) under the Guaranty Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the extent provided therein all reasonable fees and interest on, and disbursements of counsel to any Additional Amounts with respect Guaranteed Party that are required to such Security and be paid by the due and punctual payment of the sinking fund payments (if any) provided for Borrower pursuant to the terms of any Guaranty Document) and (iii) performance of the Obligations of the Borrower in each case strictly in accordance with their terms (collectively, the “Guaranteed Obligations”). Upon failure by the Borrower to pay punctually any of the Guaranteed Obligations, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in any Guaranty Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Guaranteed Obligations. This guaranty is a guarantee of due and punctual payment and performance and not of collectibility. (b) If under any Requirement of Law (including state and Federal fraudulent transfer laws), the Guaranteed Obligations of any Guarantor under Section 2(a) would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Guaranteed Parties in respect of such Security Guaranteed Obligations would be subordinated to the claims of any other creditors on account of such Guarantor’s liability under Section 2(a), then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor shall, without any further action by the Guarantors or any Guaranteed Party, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (c) Notwithstanding anything to the contrary contained in this Guaranty Agreement or in any other document, instrument or agreement between or among any Guaranteed Party, the Borrower, any Guarantor or any third party, the obligations of each Guarantor with respect to the Guaranteed Obligations shall be joint and several with each other Guarantor and any other amounts due under Person that now or hereafter executes a guaranty of any of the Guaranteed Obligations separate from this IndentureGuaranty Agreement. (d) The Administrative Agent may bring and prosecute a separate action or actions against any Guarantor whether or not the Borrower, when any other Guarantor or any other Person is joined in any such action or a separate action or actions are brought against the Borrower, any other Guarantor, any other Person or any collateral for all or any part of the Guaranteed Obligations. The obligations of each Guarantor under, and as the same shall become due and payableeffectiveness of, whether at Maturitythis Guaranty Agreement are not conditioned upon the existence or continuation of any other guarantee (including any letter of credit) of all or any part of the Guaranteed Obligations. By its acceptance hereof, each Guaranteed Party agrees that this Guaranty Agreement may be enforced only by acceleration, redemption, repayment or otherwise, action of the Administrative Agent in accordance with the terms of such Security the Guaranty Documents and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, Guaranteed Party shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesany right individually to seek to enforce this Guaranty Agreement. (e) The To the fullest extent not prohibited by any Requirement of Law, each Guarantor shall assume hereby waives all right of revocation with respect to the rights Guaranteed Obligations. (f) Each Guarantor hereby agrees that, between it and the Guaranteed Parties, the obligations of the Company hereunder with respect to a Series of Securities and Borrower under the Securities Guaranty Documents may be declared to be forthwith (or may become automatically) due and payable as provided in therein for purposes of this Section 2 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations becoming due and payable as against the Borrower) and that, in the event of such Series ifdeclaration (or such obligation being deemed due and payable), upon a default such obligations (whether or not due and payable by the Company in the Borrower) shall forthwith become due and punctual payment payable for purposes of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under this Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series2.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally, as a primary obligor and not merely as a surety, guarantee to each Lender, each Issuing Lender, each other holder of a Guaranteed Obligation and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans made by the Trustee Lenders to the due Borrower, (b) each payment required to be made by the Borrower in respect of any Letter of Credit, including payments in respect of reimbursement of LC Disbursements, interest thereon and punctual payment obligations to provide cash collateral, and (c) all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders, the Issuing Lenders or the Administrative Agent by the Borrower under this Agreement and by any Obligor under any of the principal ofother Loan Documents, in each case strictly in accordance with the terms thereof and including all interest, fees and expenses accrued or incurred subsequent to the commencement of any premium and interest on, and any Additional Amounts bankruptcy or insolvency proceedings with respect to the Borrower, whether or not such Security interest, fees or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to Guaranteed Obligations, the terms Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of such Security and any other amounts due under this Indentureextension of time of payment or renewal of any of the Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a Series to the extent such Guarantee is made applicable to such Series in accordance with Section 3.01. The Guarantor hereby unconditionally guarantees to each Holder of a Guaranteed Security authenticated and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payableGuaranteed Security, whether at Stated Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Guaranteed Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment interest or other amountany additional amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s Guarantor hereby agrees that its obligations hereunder shall rank pari passu be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security or this Indenture, any failure to enforce the provisions of any Guaranteed Security or this Indenture, or any waiver, modification, consent or indulgence granted with all other senior unsecured debt obligations respect thereto by the Holder of such Guaranteed Security or the Guarantor (other than Trustee, the recovery of any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when judgment against the Company ceases or any action to be enforce the same, or any other circumstances which may otherwise constitute a Subsidiary legal or equitable discharge of the Guarantora surety or guarantor; provided, however, that immediately prior to that, notwithstanding the foregoing, no such terminationwaiver, the Guarantor shall automatically assumemodification or indulgence shall, without any action by the Holders or the Trustee or any further action on behalf consent of the Guarantor, increase the due principal amount of such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Guaranteed Security or the Indebtedness evidenced thereby and punctual all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on on, and any Additional Amounts additional amounts required with respect to all to, the Guaranteed Securities and the complete performance of every obligation all other payment obligations contained in this Indenture and the Outstanding Securities Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on the part of any Guaranteed Security, in whole or in part, is rescinded or must otherwise be repaid to the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumptionupon the bankruptcy, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations liquidation or reorganization of the Company, and the Guarantor or otherwise. The Guarantor shall be subrogated to all rights of the Holder of any Guaranteed Security against the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities in respect of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect any amounts paid to such assumptionHolder by the Guarantor pursuant to the provisions of this Guarantee; provided, no Event of Default or event which with the giving of notice or lapse of timehowever, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, that the Guarantor shall execute a supplemental indenture evidencing its assumption not be entitled to enforce, or to receive any payments arising out of all or based upon, such rights and obligations right of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of subrogation until the principal of, any premium and interest on on, and any Additional Amounts additional amounts required with respect to to, all Guaranteed Securities shall have been paid in full. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption counterparts shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, together constitute but one and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriessame instrument.

The Guarantee. (a) The Guarantor Company hereby unconditionally guarantees to each Holder of a Security authenticated Lender and delivered the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of(i) Subsidiary Borrower Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Subsidiary Borrower Guaranteed Obligations”) and (ii) Subsidiary Guarantor Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Subsidiary Guarantor Guaranteed Obligations”). The Company hereby further agrees that if any premium and interest onSubsidiary Borrower or Subsidiary Guarantor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of such Subsidiary Borrower Guaranteed Obligations or Subsidiary Guarantor Guaranteed Obligations, as applicable, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of the sinking fund payments (if any) provided for pursuant to the terms any of such Security and any other amounts due under this IndentureSubsidiary Borrower Guaranteed Obligations or Subsidiary Guarantor Guaranteed Obligations, when and as applicable, the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations Each Subsidiary Guarantor hereby jointly and severally guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Guarantor Borrower Obligations (other than such obligations, if any, of such Subsidiary Guarantor), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Borrower Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any obligations preferred such Borrower shall fail to pay in full when due (whether at stated maturity, by statute acceleration or by operation otherwise) any of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationBorrower Guaranteed Obligations, the Guarantor shall automatically assumeSubsidiary Guarantors will promptly pay the same, without any action by demand or notice whatsoever, and that in the Holders case of any extension of time of payment or the Trustee or renewal of any further action on behalf of the Guarantorsuch Borrower Guaranteed Obligations, the same will be promptly paid in full when due and punctual payment of the principal of(whether at extended maturity, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation by acceleration or otherwise) in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed accordance with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities terms of such Seriesextension or renewal. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security the Notes authenticated and delivered by the Trustee and to the due Trustee and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal ofof and premium, any premium and interest onif any, and any Additional Amounts with respect to such Security and interest, on the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, Notes shall be promptly paid in full when and as the same shall become due and payabledue, whether at Maturitymaturity, by acceleration, redemption, repayment redemption or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, on the Notes if any, if lawful, and all other obligations of the Company to the Holders of the Notes or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payablerenewal, whether at Maturitystated maturity, upon acceleration, redemption, repayment by acceleration or otherwise, and as if such . Failing payment were made by the Company. The aforesaid Guarantee is one when due of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute amount so guaranteed or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationany performance so guaranteed for whatever reason, the Guarantor shall automatically assumebe obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, without irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or waiver or consent by any Holder with respect to any provisions hereof or thereof, the Holders recovery of any judgment against the Company, any action to enforce the same, any other circumstance which might otherwise constitute a legal or the Trustee equitable discharge or defense of a guarantor, or any further action on behalf change in the ownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the due and punctual payment event of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed insolvency or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Company Guarantor's guarantee under this Section shall not be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent discharged except by complete performance of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company contained in the due Notes, this Supplemental Indenture and punctual payment of the principal of, Indenture. If any premium and interest on and Holder or the Trustee is required by any Additional Amounts with respect court or otherwise to all such Securitiesreturn to the Company, the Guarantor is prevented or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor any amount paid by any court order thereof to the Trustee or judicial proceeding from fulfilling its obligations such Holder, the Guarantor's guarantee under Section 13.1(a) with respect this Section, to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and extent theretofore discharged, shall be effected without the consent reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of the Securities Notes in respect of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption obligations guaranteed hereby until payment in full in cash of all such rights and obligations of with respect to the CompanyNotes guaranteed hereby. The Guarantor further agrees that, as between itself as guarantor, on the one hand, and the Company shall be released from its liabilities hereunder Holders of the Notes and under such Securities as obligor the Trustee, on the Securities other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of the Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations with respect to the Notes guaranteed hereby and (y) in the event of any declaration of acceleration of such Seriesobligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of its guarantee hereunder. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment Each of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security Subsidiary Guarantors and any other amounts Person that becomes a Subsidiary Guarantor after the Closing Date hereby guarantees to the Agent and the Lenders, and their respective successors, endorsees, transferees and assigns, the full and prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Agent and the Lenders under or in connection with this Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under this IndentureAgreement and all other amounts payable by the Borrower to the Agent and the Lenders hereunder or in connection herewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, when debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any insolvency proceeding and including interest that accrues after the commencement by or against any Credit Party or any of its Subsidiaries of any insolvency proceeding naming such Credit Party or such Subsidiary as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, debtor in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Companyinsolvency proceeding. The aforesaid Guarantee is one of payment foregoing indebtedness, liabilities and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (Borrower, and all other than any indebtedness, liabilities and obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action paid or performed by the Holders or Subsidiary Guarantors in connection with this Section 12.1 shall hereinafter be collectively referred to as the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series“Guaranteed Obligations. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.”

The Guarantee. (a) The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee Guaranteed Parties the due and punctual (a) full payment (whether due by acceleration or otherwise) by Charterer in accordance with the terms and provisions of the principal ofGuaranteed Agreements of any and all sums (including, any premium but not limited to, Charter Hire, Stipulated Loss Value, payments under Articles 17, 18 and/or 19 of the Demise Charter, indemnities, reimbursement sums, damages, interest, fees and interest onexpenses, Fees, Taxes and/or Other Charges, and all other expenses incurred by or owing to any Additional Amounts with respect to such Security and the due and punctual payment Guaranteed Party) which are now or hereafter payable by Charterer under any of the sinking fund payments (if any) provided for pursuant to the terms of such Security Guaranteed Agreements as and any other amounts due under this Indenture, when and as the same shall become due and payablepayable in accordance with the terms and provisions of the Guaranteed Agreements, whether and (b) faithful performance and discharge by Charterer of each and every other duty, agreement, covenant, undertaking and obligation of Charterer in favor of any Guaranteed Party under and in accordance with the terms and provisions of the Guaranteed Agreements at Maturitythe time or times required thereby (all such obligations described in clauses (a) and (b) above being herein referred to individually as a “Guaranteed Obligation” and collectively as the “Guaranteed Obligations”). In the case of the failure or inability of Charterer duly, by acceleration, redemption, repayment or otherwise, punctually and fully to pay any such Guaranteed Obligation described in clause (a) above when due and in accordance with the terms of the applicable Guaranteed Agreement (whether or not such Security failure or inability shall constitute an Event of Default), Guarantor hereby irrevocably and unconditionally agrees to pay or cause to be paid to the Person or Persons entitled to receive the same (according to their respective interests) under and in accordance with the Guaranteed Agreements, on the day such payments are (or would have become) due and payable, an amount equal to the aggregate of this Indentureall such Guaranteed Obligations then due and unpaid (including, without limitation, any and all interest due and payable under any of the Guaranteed Agreements). In the case of the failure or inability of the Company Charterer duly and punctually to pay perform and discharge any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. Guaranteed Obligation described in clause (b) The Guarantor’s obligations hereunder above (whether or not such failure or inability shall rank pari passu constitute an Event of Default), in favor of any Guaranteed Party under and in accordance with all other senior unsecured debt obligations the terms and provisions of the Guaranteed Agreements, Guarantor (other than any obligations preferred by statute hereby irrevocably and unconditionally agrees promptly to perform or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when discharge the Company ceases to be a Subsidiary of same or cause the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company same to be performed or observed with complied with. In addition, in the same effect as if the Guarantor had been named as an issuer herein. Upon case of any such an assumptionfailure of payment, the performance or discharge of any Guaranteed Obligation by Charterer when due, Guarantor shall execute forthwith, upon request of any Guaranteed Party, pay to the Guaranteed Party making such request such additional amounts as may be necessary to reimburse such Guaranteed Party in full for any reasonable out-of-pocket expenses that such Guaranteed Party incurred as a supplemental indenture evidencing its assumption result of all any such rights failure by Charterer (including, without limitation, reasonable attorneys’ fees and obligations of the Company, expenses and the Company shall be released from its liabilities hereunder other reasonable fees and under such Securities as obligor disbursements that may have been incurred by or on the Securities behalf of such SeriesGuaranteed Party in enforcing such payments, performance or discharge by Charterer or in enforcing this Guarantee). (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Guarantors hereby unconditionally guarantees jointly and severally guarantee, as a primary obligor and not as a surety to each Holder of a Security authenticated Secured Party and delivered their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, any premium and interest oneach Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Additional Amounts Loan Party under any Loan Document or Bank Product Agreement entered into with respect to such Security a counterparty that is a Secured Party, and the due and punctual payment performance of all obligations under any of the sinking fund payments foregoing, in each case strictly in accordance with the terms thereof (if anysuch obligations being herein collectively called the “Guaranteed Obligations”); provided that, anything to the contrary contained in the foregoing notwithstanding, Guaranteed Obligations shall exclude any Excluded Swap Obligations. In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) provided for pursuant and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Security Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any other amounts due under this Indentureof the Guaranteed Obligations, when and as the Guarantors will promptly pay the same shall become in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of this Indenture. In case whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the failure Loan Documents and/or any facility or amount made available under any of the Company punctually Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to pay be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such principal, premium, interest, Additional Amounts, sinking fund payment facility or other amount, the Guarantor hereby agrees to cause any such payment to amount might be made punctually when available from time to time; and as the same shall become due and payableany fees, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu costs and/or expenses associated with all other senior unsecured debt obligations any of the Guarantor (other than any obligations preferred by statute or by operation of law)foregoing. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. The Parent hereby guarantees to each Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans (including the C$ Loans) made by the Trustee Lenders to, and the due Note(s) and punctual payment of the principal C$ Note(s) held by each Lender of, any premium of the Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by any Group Member under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest onaccruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Additional Amounts Group Member to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with respect to such Security any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the due and punctual payment expenses of the sinking fund payments Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (if anyb) provided for pursuant to all Hedging Obligations and all Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of such Security the Parent). The Parent hereby further agrees that if any Group Member shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Parent will promptly pay the same, without any demand or notice whatsoever, and that in the case of any other amounts due under this Indentureextension of time of payment or renewal of any of the Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of extension or renewal. As used in this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amountGuaranty, the Guarantor hereby agrees term “Lender” includes, where appropriate, each affiliate of a Lender to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment whom Hedging Obligations or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionCash Management Obligations are owed. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. The Company hereby guarantees to each Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans (including the C$ Loans) made by the Trustee Lenders to, and the due Note(s) and punctual payment of the principal C$ Note(s) held by each Lender of, any premium of the Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by any Group Member under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest onaccruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Additional Amounts Group Member to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with respect to such Security any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the due and punctual payment expenses of the sinking fund payments Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (if anyb) provided for pursuant to all Hedging Obligations and all Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of such Security the Company). The Company hereby further agrees that if any Group Member shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any other amounts due under this Indentureextension of time of payment or renewal of any of the Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of extension or renewal. As used in this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amountGuaranty, the Guarantor hereby agrees term “Lender” includes, where appropriate, each affiliate of a Lender to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment whom Hedging Obligations or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionCash Management Obligations are owed. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans made by the Trustee Lenders to, and the due Note(s) held by each Lender of, each Borrower and punctual payment all other amounts from time to time owing to the Lenders or the Administrative Agent by any Group Member under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the principal Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Group Member to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any premium Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and interest onexpenses of the Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and any Additional Amounts (b) being herein collectively called the “Guaranteed Obligations”) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligation of such Security Subsidiary Guarantor). The Subsidiary Guarantors hereby further jointly and the severally agree that if any Group Member shall fail to pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to Guaranteed Obligations, the terms Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of such Security and any other amounts due under this Indentureextension of time of payment or renewal of any of the Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of extension or renewal. As used in this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amountGuaranty, the Guarantor hereby agrees term “Lender” includes, where appropriate, each affiliate of a Lender to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment whom Hedging Obligations or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionCash Management Obligations are owed. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Company hereby unconditionally guarantees to each Holder of a Security authenticated Lender and delivered the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal ofSubsidiary Borrower Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Subsidiary Borrower Guaranteed Obligations"). The Company hereby further agrees that if any premium and interest onSubsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of such Subsidiary Borrower Guaranteed Obligations, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of the sinking fund payments (if any) provided for pursuant to the terms any of such Security and any other amounts due under this IndentureSubsidiary Borrower Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations Each Subsidiary Guarantor hereby jointly and severally guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Guarantor Borrower Obligations (other than such obligations, if any, of such Subsidiary Guarantor), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Borrower Guaranteed Obligations"). The Subsidiary Guarantors hereby further jointly and severally agree that if any obligations preferred such Borrower shall fail to pay in full when due (whether at stated maturity, by statute acceleration or by operation otherwise) any of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationBorrower Guaranteed Obligations, the Guarantor shall automatically assumeSubsidiary Guarantors will promptly pay the same, without any action by demand or notice whatsoever, and that in the Holders case of any extension of time of payment or the Trustee or renewal of any further action on behalf of the Guarantorsuch Borrower Guaranteed Obligations, the same will be promptly paid in full when due and punctual payment of the principal of(whether at extended maturity, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation by acceleration or otherwise) in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed accordance with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities terms of such Seriesextension or renewal. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each US Guarantor hereby unconditionally guarantees guarantees, as a primary obligor and not merely as a surety to each Holder of a Security authenticated US Beneficiary and delivered its successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) the US Loans made by the US Lenders to, and the US Notes held by each US Lender of, any premium and interest onUS Borrower, and all other US Obligations from time to time owing to the US Beneficiaries by any Additional Amounts US Loan Party under any Loan Document, Guaranteed Cash Management Agreement or Guaranteed Hedge Agreement, in each case strictly in accordance with respect the terms thereof (such obligations being herein collectively called the “US Guaranteed Obligations”). Each US Guarantor hereby agrees that if US Borrower shall fail to such Security and the pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureUS Guaranteed Obligations, when and as US Guarantor will promptly pay the same shall become in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the US Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with Each Canadian Guarantor hereby guarantees, as a primary obligor and not merely as a surety to the Canadian Beneficiary and its successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on the Canadian Loans made by the Canadian Lender to Canadian Borrower, and all other senior unsecured debt Canadian Obligations from time to time owing to the Canadian Beneficiary by any Canadian Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Canadian Guaranteed Obligations”). Each Canadian Guarantor hereby agrees that if Canadian Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed Obligations, such Canadian Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Canadian Guaranteed Obligations, the same will be promptly paid in full when due (other than any obligations preferred whether at extended maturity, by statute acceleration or by operation otherwise) in accordance with the terms of law)such extension or renewal. (c) The Guarantor’s obligation under Section 13.1(aUS Borrower hereby guarantees, as a primary obligor and not merely as a surety to each US Beneficiary and its successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; providedprincipal of and interest on (including any interest, howeverfees, costs or charges that immediately prior would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) the US Obligations from time to such terminationtime owing to the Guaranteed Hedge Banks by any other US Loan Party under any Guaranteed Hedge Agreement (the “Guaranteed Hedge Obligations”). The US Borrower hereby agrees that if any other US Loan Party shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Hedge Obligations, the Guarantor shall automatically assumeUS Borrower will promptly pay the same in cash, without any action by demand or notice whatsoever, and that in the Holders case of any extension of time of payment or the Trustee or renewal of any further action on behalf of the GuarantorGuaranteed Hedge Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The US Borrower intends that this Section 11.01(c) constitute, and punctual payment this Section 11.01(c) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other US Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesCommodity Exchange Act. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, the Supplemental Indenture and the Notes, and guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, and to the Trustee the due for itself and punctual payment on behalf of such Holder, that: (1) the principal ofof (and premium, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for pursuant the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such Security and any other amounts due under this Indentureobligations, when and as the same shall become be paid in full when due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the The Guarantor hereby agrees (to cause the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any such payment action to be made punctually when and as enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such payment were made by the CompanyGuarantor. The aforesaid Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is one a guarantee of payment payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations In case any provision of the Guarantor (other than Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any obligations preferred way be affected or impaired thereby to the extent permitted by statute or by operation of applicable law). (c) The Guarantor’s obligation under Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 13.1(a212(a) shall terminate above; provided that, if an Event of Default has occurred and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationis continuing, the Guarantor shall automatically assumebe entitled to enforce or receive any payments arising out of, without any action or based upon, such right of subrogation until all amounts then due and payable by the Holders or Issuer under the Trustee or any further action on behalf of the GuarantorIndenture, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Supplemental Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had Notes shall have been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriespaid in full. (d) The Guarantor mayhereby agrees that the Guarantee provided for hereby shall continue to be effective or be reinstated, without as the consent case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default Issuer or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesany Guarantor. (e) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and from its Guarantee and waivers pursuant to its Guarantee under this Section 212. (f) For the avoidance of doubt, the Guarantee shall assume all be subject to the limitations set forth in the second paragraph under Section 1401 of the rights and obligations Indenture. (g) As of the Company hereunder with respect to a Series Issue Date, there are no guarantors of Securities and under the Securities Notes other than the Guarantor. (h) The Guarantee shall be effective upon the authentication of such Series if, upon a default the Notes by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesTrustee.

The Guarantee. (a) The Guarantor Guarantors hereby unconditionally guarantees jointly and severally guarantee, as a primary obligor and not as a surety to each Holder of a Security authenticated Secured Party and delivered their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, any premium and interest oneach Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Additional Amounts Loan Party under any Loan Document or Bank Product Agreement entered into with respect to such Security a counterparty that is a Secured Party, and the due and punctual payment performance of all obligations under any of the sinking fund payments foregoing, in each case strictly in accordance with the terms thereof (if anysuch obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) provided for pursuant and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Security Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any other amounts due under this Indentureof the Guaranteed Obligations, when and as the Guarantors will promptly pay the same shall become in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of this Indenture. In case whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the failure Loan Documents and/or any facility or amount made available under any of the Company punctually Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to pay be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such principal, premium, interest, Additional Amounts, sinking fund payment facility or other amount, the Guarantor hereby agrees to cause any such payment to amount might be made punctually when available from time to time; and as the same shall become due and payableany fees, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu costs and/or expenses associated with all other senior unsecured debt obligations any of the Guarantor (other than any obligations preferred by statute or by operation of law)foregoing. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees to the Noteholders, and their successors, endorsees, transferees and assigns, the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of (a) The Guarantor hereby unconditionally guarantees the Notes and the other Obligations of the Issuer, including (i) all principal of and interest (including any interest which accrues after the commencement of any case, proceeding or other action relating to each Holder the bankruptcy, insolvency or reorganization of a Security authenticated the Issuer, whether or not such interest constitutes an allowable claim) on any Note issued pursuant to this Agreement and delivered (ii) all other amounts payable and all obligations to be performed by the Trustee the due Issuer under this Agreement or any other Document and punctual payment (b) any renewals or extensions of any of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments foregoing (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amountcollectively, the Guarantor hereby "Guaranteed Obligations"). Each Guarantor, jointly and severally, agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee that this is one a guarantee of payment and performance and not of collection. (b) The Guarantor’s , and that its obligations hereunder shall rank pari passu be primary, absolute and unconditional, irrespective of, and unaffected by: (1) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, the Notes, this Agreement or any other Document or any other agreement, document or instrument to which the Issuer or any other Obligor is or are or may become a party; (2) the absence of any action to enforce the Notes, this Agreement or any other Document or the waiver or consent by the Noteholders with all other senior unsecured debt obligations respect to any of the Guarantor provisions of any Document; (3) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than any payment in full); it being agreed by each Guarantor that its obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) hereunder shall terminate if not be discharged until the payment and when the Company ceases to be a Subsidiary performance, in full, of the Guarantor; provided, however, that immediately prior to such termination, the Guaranteed Obligations. Each Guarantor shall automatically assumebe regarded, without any action by and shall be in the Holders or the Trustee or any further action on behalf of the Guarantorsame position, the due and punctual payment of the as principal of, any premium and interest on and any Additional Amounts debtor with respect to the Guaranteed Obligations. Each Guarantor expressly waives all rights it may now or in the Securities and the performance of every obligation future have under any statute, or at common law, or at law or in this Indenture and the Outstanding Securities on the part equity, or otherwise, to compel any Noteholder to proceed in respect of the Company Guaranteed Obligations against the Issuer or any other Person before proceeding against, or as a condition to be performed proceeding against, the Issuer. Each Guarantor further expressly waives and agrees not to assert or observed take advantage of any defense based upon the failure of any Noteholder to commence an action in respect of the Guaranteed Obligations against the Issuer, any other Obligor or any other Person. Each Guarantor agrees that any notice or directive given at any time to any Noteholder by the Issuer, any other Obligor or any other Person which is inconsistent with the same effect waivers in the preceding two sentences shall be null and void and may be ignored by such Noteholder, and, in addition, may not be pleaded or introduced as if evidence in any litigation relating to the obligations of such Guarantor had been named as an issuer hereinunder this Article 8 for the reason that such pleading or introduction would be at variance with the written terms hereof, unless the Required Holders have specifically agreed otherwise in writing. Upon The foregoing waivers are of the essence of the transaction contemplated by the Documents and, but for this provisions of this Article 8 and such an assumptionwaivers, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights Initial Purchasers and obligations of each subsequent Noteholder would decline to purchase the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesNotes. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The [Reserved]. (b) Each Guarantor hereby unconditionally guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Holder Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of a Security authenticated (1) the principal of and delivered interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Trustee Lenders to, including the due and punctual payment of Loans represented by the principal Notes held by each Lender of, any premium Borrower, (ii) the Incremental Loans made by the Incremental Term Lenders or Incremental Revolving Lenders to any Borrower, (iii) the Other Term Loans and interest onOther Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Additional Amounts with respect Borrower and (2) all other Obligations from time to time owing to the Secured Parties by any Loan Party or, in the case of Specified Cash Management Agreements and Specified Swap Agreements, any Restricted Subsidiary (such Security obligations under clauses (1) and (2) being herein collectively called the “Guaranteed Obligations” and the “Guarantor Obligations”). Each Guarantor hereby jointly and severally agrees that, if any Borrower, Loan Party or, in the case of Specified Cash Management Agreements and Specified Swap Agreements, Restricted Subsidiary shall fail to pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to the terms of Guaranteed Obligations, such Security and any other amounts due under this Indenture, when and as Guarantor will promptly pay the same shall become in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Each Guarantor, jointly and severally, hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee Guaranteed Parties the due and punctual (a) full payment (whether due by acceleration or otherwise) by Charterers in accordance with the terms and provisions of the principal ofGuaranteed Agreements of any and all sums (including, any premium but not limited to, Charter Hire, Stipulated Loss Value, payments under Articles 17, 18 and/or 19 of the Demise Charters, indemnities, reimbursement sums, damages, interest, fees and interest onexpenses, Fees, Taxes and/or Other Charges, and all other expenses incurred by or owing to any Additional Amounts with respect to such Security and the due and punctual payment Guaranteed Party) which are now or hereafter payable by Charterers under any of the sinking fund payments (if any) provided for pursuant to the terms of such Security Guaranteed Agreements as and any other amounts due under this Indenture, when and as the same shall become due and payablepayable in accordance with the terms and provisions of the Guaranteed Agreements, whether and (b) faithful performance and discharge by Charterers of each and every other duty, agreement, covenant, undertaking and obligation of Charterers in favor of any Guaranteed Party under and in accordance with the terms and provisions of the Guaranteed Agreements at Maturitythe time or times required thereby (all such obligations described in clauses (a) and (b) above being herein referred to individually as a “Guaranteed Obligation” and collectively as the “Guaranteed Obligations”). In the case of the failure or inability of Charterers duly, by acceleration, redemption, repayment or otherwise, punctually and fully to pay any such Guaranteed Obligation described in clause (a) above when due and in accordance with the terms of the applicable Guaranteed Agreement (whether or not such Security failure or inability shall constitute an Event of Default), each Guarantor hereby irrevocably and unconditionally agrees to pay or cause to be paid to the Person or Persons entitled to receive the same (according to their respective interests) under and in accordance with the Guaranteed Agreements, on the day such payments are (or would have become) due and payable, an amount equal to the aggregate of this Indentureall such Guaranteed Obligations then due and unpaid (including, without limitation, any and all interest due and payable under any of the Guaranteed Agreements). In the case of the failure or inability of the Company Charterers duly and punctually to pay perform and discharge any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. Guaranteed Obligation described in clause (b) The Guarantor’s obligations hereunder above (whether or not such failure or inability shall rank pari passu constitute an Event of Default), in favor of any Guaranteed Party under and in accordance with all other senior unsecured debt obligations the terms and provisions of the Guaranteed Agreements, each Guarantor (other than any obligations preferred by statute hereby irrevocably and unconditionally agrees promptly to perform or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when discharge the Company ceases to be a Subsidiary of same or cause the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company same to be performed or observed with complied with. In addition, in the same effect as if the Guarantor had been named as an issuer herein. Upon case of any such an assumptionfailure of payment, the performance or discharge of any Guaranteed Obligation by Charterers when due, each Guarantor shall execute forthwith, upon request of any Guaranteed Party, pay to the Guaranteed Party making such request such additional amounts as may be necessary to reimburse such Guaranteed Party in full for any reasonable out-of-pocket expenses that such Guaranteed Party incurred as a supplemental indenture evidencing its assumption result of all any such rights failure by Charterers (including, without limitation, reasonable attorneys’ fees and obligations of the Company, expenses and the Company shall be released from its liabilities hereunder other reasonable fees and under such Securities as obligor disbursements that may have been incurred by or on the Securities behalf of such SeriesGuaranteed Party in enforcing such payments, performance or discharge by Charterers or in enforcing this Guarantee). (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. Each Guarantor, jointly and severally, hereby absolutely, unconditionally and irrevocably guarantees to the Noteholders, and their successors, endorsees, transferees and assigns, the prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of (a) The Guarantor hereby unconditionally guarantees the Notes and the other Obligations of the Issuer, including (i) all principal of and interest (including any interest which accrues after the commencement of any case, proceeding or other action relating to each Holder the bankruptcy, insolvency or reorganization of a Security authenticated the Issuer, whether or not such interest constitutes an allowable claim) on any Note issued pursuant to this Agreement and delivered (ii) all other amounts payable and all obligations to be performed by the Trustee Issuer under this Agreement or the due Notes and punctual payment (b) any renewals or extensions of any of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments foregoing (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amountcollectively, the Guarantor hereby "Guaranteed Obligations"). Each Guarantor, jointly and severally, agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee that this is one a guarantee of payment and performance and not of collection. (b) The Guarantor’s , and that its obligations hereunder shall rank pari passu be primary, absolute and unconditional, irrespective of, and unaffected by: (1) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, the Notes, this Agreement or any other agreement, document or instrument to which the Issuer or any other Obligor is or are or may become a party; (2) the absence of any action to enforce the Notes or this Agreement or the waiver or consent by the Noteholders with all other senior unsecured debt obligations respect to any of the Guarantor provisions thereof; (3) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than any payment in full); it being agreed by each Guarantor that its obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) hereunder shall terminate if not be discharged until the payment and when the Company ceases to be a Subsidiary performance, in full, of the Guarantor; provided, however, that immediately prior to such termination, the Guaranteed Obligations. Each Guarantor shall automatically assumebe regarded, without any action by and shall be in the Holders or the Trustee or any further action on behalf of the Guarantorsame position, the due and punctual payment of the as principal of, any premium and interest on and any Additional Amounts debtor with respect to the Guaranteed Obligations. Each Guarantor expressly waives all rights it may now or in the Securities and the performance of every obligation future have under any statute, or at common law, or at law or in this Indenture and the Outstanding Securities on the part equity, or otherwise, to compel any Noteholder to proceed in respect of the Company Guaranteed Obligations against the Issuer or any other Person before proceeding against, or as a condition to be performed proceeding against, the Issuer. Each Guarantor further expressly waives and agrees not to assert or observed take advantage of any defense based upon the failure of any Noteholder to commence an action in respect of the Guaranteed Obligations against the Issuer, any other Obligor or any other Person. Each Guarantor agrees that any notice or directive given at any time to any Noteholder by the Issuer, any other Obligor or any other Person which is inconsistent with the same effect waivers in the preceding two sentences shall be null and void and may be ignored by such Noteholder, and, in addition, may not be pleaded or introduced as if evidence in any litigation relating to the obligations of such Guarantor had been named as an issuer hereinunder this Article 6 for the reason that such pleading or introduction would be at variance with the written terms hereof, unless the Required Holders have specifically agreed otherwise in writing. Upon The foregoing waivers are of the essence of the transaction contemplated by this Agreement and, but for the provision of Article 6 and such an assumptionwaivers, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesNoteholders would decline to enter into this Agreement. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Domestic Guarantor hereby jointly and severally with each other Domestic Guarantor unconditionally and irrevocably guarantees to the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Holder of a Security authenticated Loan, and delivered by the Trustee the due full and punctual payment of all other Obligations. Upon failure by the principal ofBorrower, the European Borrower, any premium and interest on, and Guarantor or any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually Restricted Subsidiary to pay punctually any such principalObligations, premium, interest, Additional Amounts, sinking fund payment each Domestic Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Agreement or the other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the CompanyLoan Documents. The aforesaid This Guarantee is one a guaranty of payment and not of collection. Neither the Lenders nor any other Person to whom such Obligations are owed shall be required to exhaust any right or remedy or take any action against the Borrower, the European Borrower, the Guarantors or any other Person or any Collateral. Each Domestic Guarantor agrees that, as between the Domestic Guarantors and the Lenders and any other Person to whom such Obligations are owed, such Obligations may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower or the European Borrower and that in the event of a declaration or attempted declaration, such Obligations shall immediately become due and payable by each Domestic Guarantor for the purposes of this Guaranty. (b) The Guarantor’s obligations hereunder shall rank pari passu Each Foreign Guarantor hereby jointly and severally with all each other senior unsecured debt obligations Foreign Guarantor unconditionally and irrevocably guarantees the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the Guarantor (other than any obligations preferred by statute or by operation principal of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when interest on each European Loan, and the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due full and punctual payment of all other Obligations of the principal ofEuropean Borrower and the other Foreign Guarantors. Upon failure by the European Borrower, any premium Foreign Guarantor or any Restricted Subsidiary that is a Foreign Subsidiary to pay punctually any such Obligations, each Foreign Guarantor shall forthwith on demand pay the amount not so paid at the place and interest on in the manner specified in this Agreement or the other Loan Documents. This Guarantee is a guaranty of payment and not of collection. Neither the Lenders nor any other Person to whom such Obligations are owed shall be required to exhaust any right or remedy or take any action against the European Borrower, the Guarantors or any other Person or any Collateral. Each Foreign Guarantor agrees that, as between the Foreign Guarantors and the Lenders and any Additional Amounts with respect other Person to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company whom such Obligations are owed, such Obligations may be declared to be performed due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or observed with other prohibition which may prevent, delay or vitiate any declaration as regards the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights European Borrower and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company that in the event of a declaration or attempted declaration, such Obligations shall immediately become due and punctual payment payable by each Foreign Guarantor for the purposes of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesthis Guaranty.

The Guarantee. (a) The Guarantor hereby agrees to unconditionally guarantees and irrevocably guarantee (the form of such guarantee to be established as provided in Section 2.5) to each Holder of a Security authenticated and delivered by the Trustee (a) the due and punctual payment of the principal of, any premium and interest and all other amounts on, and or in respect of, on and, if applicable, any Additional Amounts Tax Sums with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureSecurity, when and as the same shall become due and payable, whether at Stated Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this IndentureIndenture and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under this Indenture and the Securities. In case of the failure of the Company punctually to pay any such principal, premium, interestinterest (including any Additional Interest), Additional Amounts, Tax Sums or sinking fund payment or other amountpayment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one In case of payment the failure of the Company to perform any other obligation of the Company to the Holders of Securities of any series, for whatever reason, the Guarantor shall be obligated to perform or cause the performance of the same immediately. An Event of Default under this Indenture or the Securities of any series shall constitute an event of default under this Guarantee, and not shall entitle the Holders of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt Securities of such series to accelerate the obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation hereunder in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect manner and to the same extent as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) . The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect Trustee is entitled to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which enforce this Guarantee in accordance with the giving provisions of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesArticle VI. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby agrees with the Lenders as follows: Each Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety the Trustee the due full and punctual prompt payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payabledue, whether at Maturityupon maturity, by acceleration, redemption, repayment acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in accordance collecting or enforcing any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the terms of Borrower), then and in such Security and event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Indenture. In case Guarantee or any other instrument evidencing any liability of the failure of Borrower, and each Guarantor shall be and remain jointly and severally liable to the Company punctually aforesaid payees hereunder for the amount so repaid or recovered to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and extent as if such payment were made amount had never originally been received by the Companyany such payee. The aforesaid Guarantee This is one a guarantee of payment and not of collection. (b) The Guarantor’s Anything contained in this Guarantee to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder shall rank pari passu with subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other senior unsecured debt obligations liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect (other than x) to the direct and indirect benefits received by such Subsidiary Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any obligations preferred by statute rights to subrogation, reimbursement, indemnification or by operation contribution of lawsuch Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such right of contribution under Section 12.01(c)). (c) The Subsidiary Guarantors under this Guarantee together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor under this Guarantee (a "Funding Guarantor’s obligation under Section 13.1(a") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall terminate if and when be entitled to a contribution from each of the Company ceases other Subsidiary Guarantors in the amount of such other Subsidiary Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Subsidiary Guarantor's Aggregate Payments (as defined below) to be equal its Fair Share as of such date. "Fair Share" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the aggregate of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Adjusted Maximum Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the Securities and the performance of every obligation aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guarantee in this Indenture and the Outstanding Securities on the part respect of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer hereinobligations guarantied. Upon such an assumption"Fair Share Shortfall" means, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series Subsidiary Guarantor as of Securities and under any date of determination, the Securities excess, if any, of the Fair Share of such Series if, after giving effect to such assumption, no Event of Default or event which with Subsidiary Guarantor over the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities Aggregate Payments of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder Subsidiary Guarantor. "Adjusted Maximum Amount" means, with respect to a Series Subsidiary Guarantor as of Securities and under any date of determination, the Securities maximum aggregate amount of the obligations of such Series ifSubsidiary Guarantor under this Guarantee, upon a default by determined as of such date in accordance with this Section 12.01; PROVIDED that, solely for purposes of calculating the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts "Adjusted Maximum Amount" with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.Subsidiary

The Guarantee. (a) The In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby agrees with the Lenders as follows: Each Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety the Trustee the due full and punctual prompt payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payabledue, whether at Maturityupon maturity, by acceleration, redemption, repayment acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in accordance collecting or enforcing any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the terms of Borrower), then and in such Security and event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Indenture. In case Guarantee or any other instrument evidencing any liability of the failure of Borrower, and each Guarantor shall be and remain jointly and severally liable to the Company punctually aforesaid payees hereunder for the amount so repaid or recovered to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and extent as if such payment were made amount had never originally been received by the Companyany such payee. The aforesaid Guarantee This is one a guarantee of payment and not of collection. (b) The Guarantor’s Anything contained in this Guarantee to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder shall rank pari passu with subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bank- ruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other senior unsecured debt obligations liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect (other than x) to the direct and indirect benefits received by such Subsidiary Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any obligations preferred by statute rights to subrogation, reimbursement, indemnification or by operation contribution of lawsuch Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such right of contribution under Section 12.01(c)). (c) The Subsidiary Guarantors under this Guarantee together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor under this Guarantee (a "Funding Guarantor’s obligation under Section 13.1(a") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall terminate if and when be entitled to a contribution from each of the Company ceases other Subsidiary Guarantors in the amount of such other Subsidiary Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Subsidiary Guarantor's Aggregate Payments (as defined below) to be equal its Fair Share as of such date. "Fair Share" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the aggregate of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Adjusted Maximum Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the Securities and the performance of every obligation aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guarantee in this Indenture and the Outstanding Securities on the part respect of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer hereinobligations guarantied. Upon such an assumption"Fair Share Shortfall" means, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series Subsidiary Guarantor as of Securities and under any date of determination, the Securities excess, if any, of the Fair Share of such Series if, after giving effect to such assumption, no Event of Default or event which with Subsidiary Guarantor over the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities Aggregate Payments of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder Subsidiary Guarantor. "Adjusted Maximum Amount" means, with respect to a Series Subsidiary Guarantor as of Securities and under any date of determination, the Securities maximum aggregate amount of the obligations of such Series ifSubsidiary Guarantor under this Guarantee, upon a default by determined as of such date in accordance with this Section 12.01; provided that, solely for purposes of calculating the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts "Adjusted Maximum Amount" with respect to all any Subsidiary Guarantor for purposes of this Section 12.01(c), any assets or liabilities of such SecuritiesSubsidiary Guarantor arising by virtue of any rights to subrogation, the Guarantor is prevented by reimbursement or indemnification or any court order rights to or judicial proceeding from fulfilling its obligations under Section 13.1(a) of contribution hereunder shall not be considered as assets or liabilities of such Subsidiary Guarantor. "Aggregate Payments" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such Series date by such Subsidiary Guarantor in respect of Securitiesthis Guarantee (including, without limitation, in respect of this Section 12.01(c)) minus (ii) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Subsidiary Guarantors as contributions under this Section 12.01(c). Such assumption The amounts payable as contributions hereunder shall result in the Securities of such Series becoming the direct obligations be determined as of the Guarantor and date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Subsidiary Guarantors of their obligations as set forth in this Section 12.01(c) shall not be effected without construed in any way to limit the consent of the Holders of the Securities liability of any Series. Upon such an assumption, the Subsidiary Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Serieshereunder.

The Guarantee. (a) The Each Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due full and punctual payment of (i) the principal of, any premium Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest onaccruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other amounts payable by the Borrower from time to time to any Additional Amounts with respect to such Security of the Lenders, the Collateral Agent or the Administrative Agent under the Credit Agreement and the due and punctual payment other Credit Documents or any of the sinking fund payments Lenders or their Affiliates under the Lender Rate Contracts, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (if any) including to the extent provided for therein all reasonable fees and disbursements of counsel to any of the Lenders, the Collateral Agent and the Administrative Agent that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement or any other Credit Document or any of the Lenders or their Affiliates under the Lender Rate Contracts) and (iii) performance of the Obligations of the Borrower in each case strictly in accordance with their terms (collectively, the “Guaranteed Obligations”). Upon failure by the Borrower to pay punctually any of the Guaranteed Obligations, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Credit Agreement or the relevant other Credit Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Guaranteed Obligations. This guaranty is a guarantee of due and punctual payment and performance and not of collectibility. (b) If under any applicable Governmental Rule (including state and Federal fraudulent transfer Governmental Rules), the Guaranteed Obligations of any Guarantor under Section 2(a) would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Lenders in respect of such Security Guaranteed Obligations would be subordinated to the claims of any other creditors on account of such Guarantor’s liability under Section 2(a), then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor shall, without any further action by the Guarantors, any Lender, the Administrative Agent, the Collateral Agent or any other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. Each Guarantor (other than GPI) agrees and acknowledges that it is receiving reasonably equivalent value in the form of substantial advances being made to such Guarantor through the Borrower under the Credit Agreement for its ongoing operations and each Guarantor agrees and acknowledges that it is receiving reasonably equivalent value through the direct and indirect benefits resulting from the availability of the aforementioned credit facilities to the Borrower and the financial or business support which will be provided to the Guarantors by the Borrower. (c) Notwithstanding anything to the contrary contained in this Guaranty Agreement or in any other document, instrument or agreement between or among any of Administrative Agent, the Collateral Agent, the Lenders, the Borrower, any Guarantor or any third party, the obligations of each Guarantor with respect to the Guaranteed Obligations shall be joint and several with each other Guarantor and any other amounts due under Person that now or hereafter executes a guaranty of any of the Guaranteed Obligations separate from this IndentureGuaranty Agreement. (d) The Administrative Agent may bring and prosecute a separate action or actions against any Guarantor whether or not the Borrower, when any other Guarantor or any other Person is joined in any such action or a separate action or actions are brought against the Borrower, any other Guarantor, any other Person or any collateral for all or any part of the Guaranteed Obligations. The obligations of each Guarantor under, and as the same shall become due and payableeffectiveness of, whether at Maturitythis Guaranty Agreement are not conditioned upon the existence or continuation of any other guarantee (including any letter of credit) of all or any part of the Guaranteed Obligations. By its acceptance hereof, each Lender agrees that this Guaranty Agreement may be enforced only by acceleration, redemption, repayment or otherwise, action of the Administrative Agent in accordance with the terms of such Security the Credit Agreement and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, Lender shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesany right individually to seek to enforce this Guaranty Agreement. (e) The To the fullest extent not prohibited by applicable Governmental Rules, each Guarantor hereby waives all right of revocation with respect to the Guaranteed Obligations. This Guaranty Agreement may be terminated as to uncommitted future transactions only by written notice of such termination to the Collateral Agent, the Administrative Agent and the Lenders and such notice shall assume all be deemed effective as of noon of the rights next succeeding Business Day following receipt of such notice at the Administrative Agent’s address referenced in Section 10. No such notice shall release any Guarantor from any liability as to any Guaranteed Obligations which may be owing or held by any Lender, the Collateral Agent or the Administrative Agent or for which any Lender may have an interest or for which any Lender may be obligated or committed at the time of receiving such notice, and all renewals, extensions and modifications of any such Guaranteed Obligations. (f) Each Guarantor hereby agrees that, between it and the Lenders, the obligations of the Company hereunder with respect to a Series of Securities and Borrower under the Securities Credit Agreement and the other Credit Documents may be declared to be forthwith (or may become automatically) due and payable as provided the Credit Agreement for purposes of this Section 2 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations becoming due and payable as against the Borrower) and that, in the event of such Series ifdeclaration (or such obligation being deemed due and payable), upon a default such obligations (whether or not due and payable by the Company in the Borrower) shall forthwith become due and punctual payment payable for purposes of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under this Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series2.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due full and punctual payment of (i) the principal of, any premium Obligations (including interest accruing at the then applicable rate provided in the Note after the maturity thereof and interest onaccruing 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 Borrower thereunder whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), when and any Additional Amounts with respect as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other amounts payable by the Borrower from time to such Security time to the Lender under the Note or the other Loan Documents, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the due and punctual payment of Lender that are required to be paid by the sinking fund payments (if any) provided for Borrower pursuant to the terms of such Security and the Note or any other amounts due under this Indenture, when Loan Document) and as (iii) performance of the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, Obligations of the Borrower in each case strictly in accordance with their terms (collectively, the terms of such Security and of this Indenture"Guaranteed Obligations"). In case Upon failure by the Borrower to pay punctually any of the failure of Guaranteed Obligations, Guarantor agrees that it shall forthwith on demand pay the Company punctually to pay any such principalamount not so paid at the place and in the manner specified in the Note or the relevant other Loan Document, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Guarantor's liability under this Guaranty shall become continue until full satisfaction of all Guaranteed Obligations. This guaranty is a guarantee of due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, punctual payment and as if such payment were made by the Company. The aforesaid Guarantee is one of payment performance and not of collectioncollectibility. (b) The Guarantor’s obligations hereunder shall rank pari passu with all In addition and notwithstanding anything to the contrary contained in this Guaranty or in any other senior unsecured debt document, instrument or agreement between or among the Lender, the Borrower, Guarantor or any third party, the obligations of Guarantor with respect to the Guarantor (Guaranteed Obligations shall be joint and several with any other than Person that now or hereafter executes a guaranty of any obligations preferred by statute or by operation of law)the Obligations separate from this Guaranty. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if Lender may bring and when prosecute a separate action or actions against Guarantor whether or not the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee Borrower or any further other Person is joined in any such action on behalf of or a separate action or actions are brought against the Guarantor, the due and punctual payment of the principal ofBorrower, any premium and interest on and other Person or any Additional Amounts with respect to collateral for all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the or any part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesObligations. (d) The To the fullest extent not prohibited by applicable laws, Guarantor may, without the consent hereby waives all right of the Holders, assume all of the rights and obligations of the Company hereunder revocation with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesGuaranteed Obligations. (e) The Guarantor shall assume all of hereby agrees that, between it and the rights and Lender, the obligations of the Company hereunder with respect to a Series of Securities and Borrower under the Securities Note and the other Loan Documents may be declared to be forthwith (or may become automatically) due and payable as provided in the Note for purposes of this Section 2 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations becoming due and payable as against the Borrower) and that, in the event of such Series ifdeclaration (or such obligation being deemed due and payable), upon a default such obligations (whether or not due and payable by the Company in the Borrower) shall forthwith become due and punctual payment payable for purposes of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under this Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series2.

The Guarantee. (a) The [Reserved]. (b) Each Guarantor hereby unconditionally guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Holder Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of a Security authenticated (1)(1) the principal of and delivered interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code or any similar law of any other jurisdiction) on (i) the Loans made by the Trustee Lenders to, including the due and punctual payment of Loans represented by the principal Notes held by each Lender of, any premium Borrower, (ii) the Incremental Loans made by the Incremental Term Lenders or Incremental Revolving Lenders to any Borrower, (iii) the Other Term Loans and interest onOther Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Additional Amounts with respect Borrower and (2)(2) all other Obligations from time to time owing to the Secured Parties by any Loan Party or, in the case of Specified Cash Management Agreements and Specified Swap Agreements, any Restricted Subsidiary (such Security obligations under clauses ‎(1) and ‎(2) being herein collectively called the “Guaranteed Obligations” and the “Guarantor Obligations”). Each Guarantor hereby jointly and severally agrees that, if any Borrower, Loan Party or, in the case of Specified Cash Management Agreements and Specified Swap Agreements, Restricted Subsidiary shall fail to pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to the terms of Guaranteed Obligations, such Security and any other amounts due under this Indenture, when and as Guarantor will promptly pay the same shall become in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans made by the Trustee Lenders to, and the due and punctual payment Note(s) held by each Lender of, each of the principal Parent and the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by each of the Parent and the Company under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of each of the Parent and the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any premium Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and interest onexpenses of the Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Parent or the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureGuaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indentureextension or renewal. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Obligations Unconditional The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation Subsidiary Guarantors under Section 13.1(a) shall terminate if 2.1 hereof are absolute and when the Company ceases to be a Subsidiary unconditional, joint and several, irrespective of the Guarantor; providedvalue, howevergenuineness, that immediately prior to such terminationvalidity, regularity or enforceability of the Credit Agreement, the Guarantor shall automatically assume, without any action by the Holders or the Trustee Notes or any further action on behalf other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the GuarantorGuaranteed Obligations, and, to the due and punctual payment fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the principal of, any premium and interest on and any Additional Amounts with respect to all intent of this Section 2.2 that the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the CompanySubsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the Company generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and unconditional as described above: at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; any of the acts mentioned in any of the provisions of the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released from its liabilities hereunder and under such Securities or exchanged in whole or in part or otherwise dealt with; or any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as obligor on the Securities of such Series. (d) The Guarantor may, without the consent security for any of the HoldersGuaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, assume presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Parent or the Company under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesGuaranteed Obligations. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated absolutely, irrevocably and delivered by the Trustee unconditionally, jointly and severally, guarantees, as primary obligor and not merely as surety, the due and punctual payment in full, observance and performance of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the Guaranteed Obligations (whether on stated due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturitydates, by acceleration, redemption, repayment acceleration or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount), the Guarantor foregoing guarantee (in respect of payment obligations) constituting hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one a guarantee of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations Each Guarantor hereby irrevocably waives (v) any right of subrogation, (w) notice of acceptance hereof, and of any action taken or omitted in reliance hereon, (x) presentment for payment, observance or performance upon the Borrower, demand of payment, observance or performance from the Borrower, protest or notice to the Borrower of failure to pay, observe or perform or notice to any Guarantor of any default in the payment, #4894-4211-3411v5 observance or performance by the Borrower of any Guaranteed Obligations, except as otherwise expressly stated herein, (y) any requirement of diligence or promptness on the part of the Guarantor Security Trustee or the Lender in making demand, commencing suit or exercising any other right or remedy under any of the Transaction Documents and (z) any right to require the Security Trustee or the Lender to exercise any right or remedy against the Borrower or any other than person or entity prior to enforcing any obligations preferred by statute right of the Security Trustee or by operation of law)the Lender against the Guarantors hereunder. (c) The Guarantorobligations of each Guarantor hereunder shall be absolute, unconditional and continuing under any and all circumstances and shall be performed by each Guarantor regardless of (a) whether the Borrower, the Guarantors, the Lender, the Agent or the Security Trustee shall have taken or failed to take any steps to collect or enforce any obligation or liability from the Borrower, or shall have otherwise exercised or failed to exercise any rights, powers or remedies under any of the Transaction Documents against the Borrower and shall in no way be affected or impaired by (and no notice to the Guarantors shall be required in respect of) any compromise, waiver, settlement, release, extension, change in or modification of any of the Guaranteed Obligations, (b) the disaffirmance or rejection or purported disaffirmance or purported rejection of any of the Transaction Documents in any insolvency, bankruptcy or reorganization proceedings relating to the Borrower, (c) any law, regulation or decree now or hereafter in effect which might in any manner affect any of the terms or provisions of any of the Transaction Documents or any of the Security Trustee’s, the Agent’s obligation under Section 13.1(a) shall terminate if and when or the Company ceases Lender’s rights, powers or remedies thereunder as against the Borrower or which might cause or permit to be a Subsidiary invoked any alteration in the time, amount, manner of payment or performance of any of the Guarantor; providedobligations and liabilities of the Borrower, however(d) any failure of the Borrower to comply with the requirements of any federal, that immediately prior to such terminationstate or local law, regulation or order of any political subdivision or agency thereof, (e) the occurrence or continuance of any Default or Event of Default, (f) the merger or consolidation of the Borrower into or with any corporation or other entity or the sale by the Borrower of all or any part of its assets, (g) whether the Security Trustee, the Guarantor Agent or the Lender shall automatically assumehave taken or failed to take any steps to mitigate damages, without (h) any action other circumstance which might otherwise constitute a defense available to or a discharge of the Borrower in respect of its obligations or liabilities under any of the Transaction Documents, or (i) any other act or omission to act by the Holders or the Security Trustee or any further action on behalf other person or entity or any other circumstances whatsoever (with or without notice to or the knowledge of the GuarantorGuarantors), whether similar or dissimilar to the due and punctual payment foregoing, which may or might in any manner or to any extent vary the risk of the principal ofGuarantors, or otherwise constitute a legal or equitable discharge of a surety or the Guarantors; it being the purpose and intent of the Guarantors and the Security Trustee that this Agreement and the obligations and liabilities of the Guarantors hereunder shall be absolute, unconditional and continuing under any premium and interest on all circumstances and any Additional Amounts with respect to shall not be discharged except by payment, observance and performance in full of all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesGuaranteed Obligations. (d) The Each Guarantor mayagrees to pay all costs and expenses (including, without limitation, attorneys’ reasonable fees and expenses) incurred in connection with the consent enforcement of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities Borrower and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which in connection with the giving enforcement of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and Guarantors under such Securities as obligor on the Securities of such Seriesthis Agreement. (e) The Guarantor shall assume all If any payment of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default any Guaranteed Obligations is rescinded or must otherwise be returned by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such SecuritiesSecurity Trustee, the Guarantor is prevented by Agent or the Lender as a result of any court law or an order issued in a bankruptcy or judicial insolvency proceeding from fulfilling its obligations under Section 13.1(a) with respect relating to such Series of Securities. Such assumption the Borrower or otherwise, the amount so repaid shall result in the Securities of such Series becoming the direct obligations of the Guarantor not be deemed to have been paid and shall be effected without deemed to be outstanding and the consent guarantee of the Holders Guarantors hereunder in respect of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company payment shall be released from its liabilities hereunder reinstated and under such Securities as obligor on the Securities of such Series.shall remain in full force and effect. #4894-4211-3411v5

The Guarantee. (a) The Guarantor hereby unconditionally guarantees Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and severally guarantee to each Holder of a Security authenticated the Secured Parties and delivered their respective successors and assigns the prompt and complete payment when due and performance by the Trustee the due Borrower and punctual payment each other Guarantor of the principal ofObligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders or the Administrative Agent by the Borrower under the DIP Credit Agreement and by any premium Loan Party under any of the Loan Documents, in each case strictly in accordance with the terms thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole and interest on, and expenses accrued or incurred subsequent to the commencement of any Additional Amounts bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such Security and the due and punctual payment interest, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the sinking fund payments obligations in this Section 2.01 shall be collectively called the “Guaranteed Obligations”. The Subsidiary Guarantors further jointly and severally agree that if the Borrower shall fail to pay in full when due (if anywhether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws) provided for pursuant to any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Security Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other amounts due under this IndenturePerson obligated on any such Guaranteed Obligations is located, when the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever. The Subsidiary Guarantors also jointly and as severally agree that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same shall become will be promptly paid in full in cash when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. The Company hereby guarantees to each Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans (including the C$ Loans) made by the Trustee Lenders to, and the due Note(s) and punctual payment of the principal C$ Note(s) held by each Lender of, any premium of the Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest onaccruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Additional Amounts Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with respect to such Security any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the due and punctual payment expenses of the sinking fund payments Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (if anyb) provided for pursuant all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of such Security the Company). The Company hereby further agrees that if any Borrower (or any Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any other amounts due under this Indentureextension of time of payment or renewal of any of the Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) 12.1 The Guarantor hereby irrevocably and unconditionally guarantees to each Holder the Buyer the full and due performance and observance by B.V. of a Security authenticated all its obligations under or arising pursuant to this Agreement and delivered all agreements entered into by the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security B.V. pursuant hereto and the due payment and punctual payment discharge of all sums of money and liabilities which now are or at any time shall be due, owing or incurred or payable and unpaid by B.V. pursuant to all such agreements, and the sinking fund payments (Guarantor further and irrevocably and unconditionally undertakes to the Buyer that if any) B.V. fails to perform its obligations and satisfy fully and completely its liabilities hereunder or thereunder the Guarantor shall indemnify the Buyer from and against and on demand pay to the Buyer all losses, damages, expenses and costs which it may suffer or incur by reason of such failure on the part of B.V. provided for that the Guarantor's liability pursuant to this Guarantee shall not exceed the liability of B.V. pursuant to the terms provisions of such Security and section 7.4(c). 12.2 The Guarantor agrees that it shall not be released from this guarantee by the granting by the Buyer of any time or other indulgence, or by the taking by the Buyer of any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwisesecurity, in accordance with the terms of such Security and of this Indenture. In case respect of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment obligations or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations liabilities of the Guarantor (other than any obligations preferred by statute pursuant to this Agreement, or by operation any termination or variation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary any of the Guarantor; provided, however, that immediately prior to provisions of this Article XII or of any such termination, the Guarantor shall automatically assume, without any action by the Holders other security or the Trustee or release of any further action on behalf of such other security, and that the Guarantor's liability under this clause shall not be affected by any failure, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities delay or forbearance on the part of the Company Buyer in enforcing any such security or any of its rights against the Guarantor. 12.3 The provisions of this clause shall remain in force notwithstanding any intermediate settlement of account or payment or any change in the constitution or control of, or any insolvency or bankruptcy, winding-up or analogous proceedings relating to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumptionor B.V.. 12.4 The Guarantor agrees that all sums which may not otherwise be recoverable from B.V. by reason of any legal limitation, disability or incapacity on or of B.V. or any other person or of any other circumstances whether known to the Buyer or not, shall nevertheless be recoverable from the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriessole or principal debtor. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Each Guarantor, jointly and severally, hereby absolutely, irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due full and punctual payment of (i) the principal of, any premium Obligations (including interest accruing at the then applicable rate provided in the Loan Agreement after the maturity thereof and interest onaccruing at the then applicable rate provided in the Loan Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other amounts payable by the Borrower from time to time to any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments Secured Parties (if anytogether, the "Guaranteed Parties") under the Guaranty Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the extent provided for therein all reasonable fees and disbursements of counsel to any Guaranteed Party that are required to be paid by the Borrower pursuant to the terms of any Guaranty Document) and (iii) performance of the Obligations of the Borrower in each case strictly in accordance with their terms (collectively, the "Guaranteed Obligations"). Upon failure by the Borrower to pay punctually any of the Guaranteed Obligations, each Guarantor, jointly and severally, agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in any Guaranty Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Each Guarantor's liability under this Guaranty Agreement shall continue until full satisfaction of all Guaranteed Obligations. This guaranty is a guarantee of due and punctual payment and performance and not of collectibility. (b) If under any Requirement of Law (including state and Federal fraudulent transfer laws), the Guaranteed Obligations of any Guarantor under Section 2(a) would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Guaranteed Parties in respect of such Security Guaranteed Obligations would be subordinated to the claims of any other creditors on account of such Guarantor's liability under Section 2(a), then, notwithstanding any other provision of this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor shall, without any further action by the Guarantors or any Guaranteed Party, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (c) Notwithstanding anything to the contrary contained in this Guaranty Agreement or in any other document, instrument or agreement between or among any Guaranteed Party, the Borrower, any Guarantor or any third party, the obligations of each Guarantor with respect to the Guaranteed Obligations shall be joint and several with each other Guarantor and any other amounts due under Person that now or hereafter executes a guaranty of any of the Guaranteed Obligations separate from this IndentureGuaranty Agreement. (d) The Agent may bring and prosecute a separate action or actions against any Guarantor whether or not the Borrower, when any other Guarantor or any other Person is joined in any such action or a separate action or actions are brought against the Borrower, any other Guarantor, any other Person or any collateral for all or any part of the Guaranteed Obligations. The obligations of each Guarantor under, and as the same shall become due and payableeffectiveness of, whether at Maturitythis Guaranty Agreement are not conditioned upon the existence or continuation of any other guarantee (including any letter of credit) of all or any part of the Guaranteed Obligations. By its acceptance hereof, each Guaranteed Party agrees that this Guaranty Agreement may be enforced only by acceleration, redemption, repayment or otherwise, action of the Agent in accordance with the terms of such Security the Guaranty Documents and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, Guaranteed Party shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesany right individually to seek to enforce this Guaranty Agreement. (e) The To the fullest extent not prohibited by any Requirement of Law, each Guarantor shall assume hereby waives all right of revocation with respect to the rights Guaranteed Obligations. (f) Each Guarantor hereby agrees that, between it and the Guaranteed Parties, the obligations of the Company hereunder with respect to a Series of Securities and Borrower under the Securities Guaranty Documents may be declared to be forthwith (or may become automatically) due and payable as provided in therein for purposes of this Section 2 notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations becoming due and payable as against the Borrower) and that, in the event of such Series ifdeclaration (or such obligation being deemed due and payable), upon a default such obligations (whether or not due and payable by the Company in the Borrower) shall forthwith become due and punctual payment payable for purposes of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under this Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series2.

The Guarantee. (a) The Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, and to the Trustee the due for itself and punctual payment on behalf of such Holder, that: (1) the principal ofof (and premium, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for pursuant the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such Security and any other amounts due under this Indentureobligations, when and as the same shall become be paid in full when due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the The Guarantor hereby agrees (to cause the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any such payment action to be made punctually when and as enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such payment were made by the CompanyGuarantor. The aforesaid Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is one a guarantee of payment payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations In case any provision of the Guarantor (other than Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any obligations preferred way be affected or impaired thereby to the extent permitted by statute or by operation of applicable law). (c) The Guarantor’s obligation under Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 13.1(a212(a) shall terminate above; provided that, if an Event of Default has occurred and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationis continuing, the Guarantor shall automatically assumebe entitled to enforce or receive any payments arising out of, without any action or based upon, such right of subrogation until all amounts then due and payable by the Holders or Issuer under the Trustee or any further action on behalf of the GuarantorIndenture, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Supplemental Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had Notes shall have been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriespaid in full. (d) The Guarantor mayhereby agrees that the Guarantee provided for hereby shall continue to be effective or be reinstated, without as the consent case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default Issuer or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesany Guarantor. (e) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and from its Guarantee and waivers pursuant to its Guarantee under this Section 212. (f) For the avoidance of doubt, the Guarantee shall assume all be subject to the limitations set forth in the second paragraph under Section 1401 of the rights and obligations Indenture. (g) As of the Company hereunder with respect to a Series Issue Date, there are no guarantors of Securities and under the Securities Notes other than the Guarantor. (h) The Guarantee shall be effective upon the authentication of such Series if, upon a default the Notes by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesTrustee.

The Guarantee. (a) The In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, each Guarantor hereby agrees with the Lenders as follows: Each Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by irrevocably, jointly and severally, guarantees, as primary obligor and not merely as surety the Trustee the due full and punctual prompt payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payabledue, whether at Maturityupon maturity, by acceleration, redemption, repayment acceleration or otherwise, of any and all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors. If any or all of the Guaranteed Obligations of the Borrower to the Guaranteed Creditors becomes due and payable hereunder, each Guarantor, jointly and severally, and unconditionally promises to pay such indebtedness to the Guaranteed Creditors, or order, on demand, together with any and all expenses (including reasonable legal fees and expenses) which may be incurred by the Guaranteed Creditors in accordance collecting or enforcing any of the Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the terms of Borrower), then and in such Security and event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation of this Indenture. In case Guarantee or any other instrument evidencing any liability of the failure of Borrower, and each Guarantor shall be and remain jointly and severally liable to the Company punctually aforesaid payees hereunder for the amount so repaid or recovered to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and extent as if such payment were made amount had never originally been received by the Companyany such payee. The aforesaid Guarantee This is one a guarantee of payment and not of collection. (b) The Guarantor’s Anything contained in this Guarantee to the contrary notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder shall rank pari passu with subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law (collectively, the "Fraudulent Transfer Laws"), in each case after giving effect to all other senior unsecured debt obligations liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower or other Affiliates of the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder, and after giving effect (other than x) to the direct and indirect benefits received by such Subsidiary Guarantor as a result of the Credit Documents and the Loans and (y) as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any obligations preferred by statute rights to subrogation, reimbursement, indemnification or by operation contribution of lawsuch Subsidiary Guarantor pursuant to applicable law or pursuant to the terms of any agreement (including without limitation any such right of contribution under Section 12.01(c)). (c) The Subsidiary Guarantors under this Guarantee together desire to allocate among themselves in a fair and equitable manner their obligations arising under this Guarantee. Accordingly, in the event any payment or distribution is made on any date by any Subsidiary Guarantor under this Guarantee (a "Funding Guarantor’s obligation under Section 13.1(a") that exceeds its Fair Share (as defined below) as of such date, that Funding Guarantor shall terminate if and when be entitled to a contribution from each of the Company ceases other Subsidiary Guarantors in the amount of such other Subsidiary Guarantor's Fair Share Shortfall (as defined below) as of such date, with the result that all such contributions will cause each Subsidiary Guarantor's Aggregate Payments (as defined below) to be equal its Fair Share as of such date. "Fair Share" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined below) with respect to such Subsidiary Guarantor to (y) the aggregate of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Adjusted Maximum Amounts with respect to all Subsidiary Guarantors, multiplied by (ii) the Securities and the performance of every obligation aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guarantee in this Indenture and the Outstanding Securities on the part respect of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer hereinobligations guarantied. Upon such an assumption"Fair Share Shortfall" means, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series Subsidiary Guarantor as of Securities and under any date of determination, the Securities excess, if any, of the Fair Share of such Series if, after giving effect to such assumption, no Event of Default or event which with Subsidiary Guarantor over the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities Aggregate Payments of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder Subsidiary Guarantor. "Adjusted Maximum Amount" means, with respect to a Series Subsidiary Guarantor as of Securities and under any date of determination, the Securities maximum aggregate amount of the obligations of such Series ifSubsidiary Guarantor under this Guarantee, upon a default by determined as of such date in accordance with this Section 12.01; provided that, solely for purposes of calculating the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts "Adjusted Maximum Amount" with respect to all any Subsidiary Guarantor for purposes of this Section 12.01(c), any assets or liabilities of such SecuritiesSubsidiary Guarantor arising by virtue of any rights to subrogation, the Guarantor is prevented by reimbursement or indemnification or any court order rights to or judicial proceeding from fulfilling its obligations under Section 13.1(a) of contribution hereunder shall not be considered as assets or liabilities of such Subsidiary Guarantor. "Aggregate Payments" means, with respect to a Subsidiary Guarantor as of any date of determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such Series date by such Subsidiary Guarantor in respect of Securitiesthis Guarantee (including, without limitation, in respect of this Section 12.01(c)) minus (ii) the aggregate amount of all payments received on or before such date by such Subsidiary Guarantor from the other Subsidiary Guarantors as contributions under this Section 12.01(c). Such assumption The amounts payable as contributions hereunder shall result in the Securities of such Series becoming the direct obligations be determined as of the Guarantor and date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Subsidiary Guarantors of their obligations as set forth in this Section 12.01(c) shall not be effected without construed in any way to limit the consent of the Holders of the Securities liability of any Series. Upon such an assumption, the Subsidiary Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Serieshereunder.

The Guarantee. Subject to the terms and conditions hereinafter set forth, Eximbank hereby guarantees to the Relevant Party payment of: (a) The Guarantor hereby unconditionally guarantees to each Holder the disbursed and outstanding principal amount of the Loan as evidenced (i) by the Floating Rate Notes, or (ii) on and after the date of Conversion, by the Fixed Rate Notes (or Liquidity Advance, if any, made as a result of a Security authenticated payment default under any Fixed Rate Note); (b) the interest accrued from time to time at the Guaranteed Interest Rate on the disbursed and delivered outstanding principal amount of the Loan as evidenced (i) by the Trustee Floating Rate Notes, or (ii) on and after the date of Conversion, by the Fixed Rate Notes (or if an advance is made under the Liquidity Agreement as a result of a payment default under any Fixed Rate Note, the Liquidity Advance); and (c) the interest accrued at the Guaranteed Interest Rate on any due and unpaid amount described in sub-sections (a) and/or (b) above from and including the due date for the payment thereof to the actual date of payment thereof by Eximbank. If and punctual payment to the extent ABN AMRO shall have made a Liquidity Advance under the Liquidity Agreement, Eximbank shall thereafter (subject only to Section 3(c) hereof) have no further obligation hereunder (either as to principal or interest) in respect of that portion of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the Loan which was due and punctual payment payable and resulted in such Liquidity Advance being made; provided that the foregoing shall not affect the obligations of the sinking fund payments (if any) provided for Facility Agent and/or the Trustee pursuant to the terms Section 6 hereof; provided, further, nothing in this sentence shall be construed so as to affect Eximbank's guarantee of such Security any Liquidity Advance and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, accrued interest thereon in accordance with the terms hereof. ABN AMRO, as liquidity provider, shall have no rights hereunder except to the extent amounts paid by Eximbank hereunder are distributed to ABN AMRO in accordance with the Declaration of such Security and of this IndentureTrust. In case no event shall the liability of Eximbank under this Guarantee Agreement exceed the failure aggregate principal amount of U.S. $101,672,199.28 plus the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, accrued interest and the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. accrued post-maturity interest thereon specified in sub-sections (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). and (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when above, respectively, at the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer hereinGuaranteed Interest Rate. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.[GUARANTEE AGREEMENT]

The Guarantee. (a) The Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, and to the Trustee the due for itself and punctual payment on behalf of such Holder, that: (1) the principal ofof (and premium, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for pursuant the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such Security and any other amounts due under this Indentureobligations, when and as the same shall become be paid in full when due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the The Guarantor hereby agrees (to cause the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any such payment action to be made punctually when and as enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such payment were made by the CompanyGuarantor. The aforesaid Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is one a guarantee of payment payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation as provided in the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations In case any provision of the Guarantor (other than Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any obligations preferred way be affected or impaired thereby to the extent permitted by statute or by operation of applicable law). (c) The Guarantor’s obligation under Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 13.1(a212(a) shall terminate above; provided that, if an Event of Default has occurred and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationis continuing, the Guarantor shall automatically assumebe entitled to enforce or receive any payments arising out of, without any action or based upon, such right of subrogation until all amounts then due and payable by the Holders or Issuer under the Trustee or any further action on behalf of the GuarantorIndenture, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Supplemental Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had Notes shall have been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriespaid in full. (d) The Guarantor mayhereby agrees that the Guarantee provided for hereby shall continue to be effective or be reinstated, without as the consent case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Issuer upon the bankruptcy or insolvency of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default Issuer or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesany Guarantor. (e) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and from its Guarantee and waivers pursuant to its Guarantee under this Section 212. (f) For the avoidance of doubt, the Guarantee shall assume all be subject to the limitations set forth in the second paragraph under Section 1401 of the rights and obligations Indenture. (g) As of the Company hereunder with respect to a Series Issue Date, there are no guarantors of Securities and under the Securities Notes other than the Guarantor. (h) The Guarantee shall be effective upon the authentication of such Series if, upon a default the Notes by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesTrustee.

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

The Guarantee. (a) The Each Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by (i) the Trustee the due full and punctual payment of the principal of, any premium Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest onaccruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) all other amounts payable by the Borrowers from time to time to any Additional Amounts with respect to such of the Lenders, the Security Trustee or the Administrative Agent under the Credit Agreement and the due other Credit Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and punctual payment disbursements of counsel to any of the sinking fund payments (if any) provided for Lenders, the Security Trustee and the Administrative Agent that are required to be paid by the Borrowers pursuant to the terms of such Security and the Credit Agreement or any other amounts due under this Indenture, when Credit Document) and as (iii) performance of the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, Obligations of the Borrowers in each case strictly in accordance with their terms. Upon failure by the terms of Borrowers to pay punctually any such Security amount, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and of this Indenturein the manner specified in the Credit Agreement or the relevant other Credit Document, as the case may be. In case This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Obligations of the failure Borrowers now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Obligations of the Company punctually Borrowers and the termination or expiration of the Revolving Loan Commitments pursuant to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become Credit Agreement. This guaranty is a guarantee of due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, punctual payment and as if such payment were made by the Company. The aforesaid Guarantee is one of payment performance and not of collectioncollectibility. (b) The As to any Guarantor other than Parent or Commercial Barge Line Company, if under any applicable law (including without limitation state and Federal fraudulent transfer laws) the obligations of such Guarantor under Section 2(a) would otherwise be held or determined to be void, invalid or unenforceable or if the claims of the Lenders in respect of such obligations would be subordinated to the claims of any other creditors on account of such Guarantor’s obligations hereunder shall rank pari passu with all liability under Section 2(a), then, notwithstanding any other senior unsecured debt obligations provision of this Guaranty Agreement to the contrary, the amount of the liability of such Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assumeshall, without any further action by the Holders or Guarantors, any Lender, the Administrative Agent, the Security Trustee or any further other Person, be automatically limited and reduced to the highest amount which is valid and enforceable and not subordinated to the claims of other creditors as determined in such action on behalf of or proceeding. Each Guarantor agrees that it has obtained and will continue to obtain working capital and loans needed for its operations from the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the CompanyBorrowers, and the Company shall be released Borrowers will obtain funds to provide and lend to such Guarantors from the Lenders under the Credit Agreement and Guarantor agrees and acknowledges that it is receiving reasonably equivalent value in the form of (i) the substantial advances being made to such Guarantor through the Borrowers under the Credit Agreement for its liabilities hereunder ongoing operations and under such Securities (ii) the direct and indirect benefits as obligor on the Securities of such Series. (d) The Guarantor may, without the consent result of the Holders, assume all availability of the rights and obligations aforementioned credit facilities to the Borrowers, as the result of financial or business support which will be provided to the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default Guarantors by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesBorrowers.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors jointly and severally guarantee to each Holder of a Security authenticated the First Lien Secured Parties and delivered their respective successors and assigns the prompt and complete payment when due and performance by the Trustee the due Borrower and punctual payment each other Guarantor of the principal ofFirst Lien Obligations. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Term B-1 Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any premium Loan Party under any of the Loan Documents, in each case strictly in accordance with the terms thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole and interest on, and expenses accrued or incurred subsequent to the commencement of any Additional Amounts bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such Security and the due and punctual payment interest, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the sinking fund payments obligations in this Section 2.01 shall be collectively called the “Guaranteed Obligations”. The Subsidiary Guarantors further jointly and severally agree that if the Borrower shall fail to pay in full when due (if anywhether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws) provided for pursuant to any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Security Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other amounts due under this IndenturePerson obligated on any such Guaranteed Obligations is located, when the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever. The Subsidiary Guarantors also jointly and as severally agree that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same shall become will be promptly paid in full in cash when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Guarantor hereby jointly and severally hereby, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to each Holder the Noteholders, the prompt payment in full when due (whether at stated maturity, upon acceleration, by optional prepayment or otherwise), of a Security authenticated and delivered by the Trustee the due and punctual payment of (i) the principal of, any premium the Make-Whole Amount, if any, and interest onon (including, and without limitation, interest accruing after the filing of any Additional Amounts with respect to petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security proceeding), and any other amounts due under this Indentureunder, the Notes when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with payable and (ii) any other sums which may become due under the terms of such Security and of this Indenture. In case provisions of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amountNotes, the Guarantor hereby agrees Note Purchase Agreement or any other instrument referred to cause any such payment to be made punctually when therein, including, without limitation, all court costs and as attorneys’ and paralegals’ fees (including allocated costs of in-house counsel and paralegals) (collectively, the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection“Guaranteed Obligations”). (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of Each Guarantor further agrees that the Guarantor (other than Guaranteed Obligations may be increased, extended, renewed or otherwise modified in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any obligations preferred by statute such increase, extension, renewal or by operation of law)modification. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if All terms of this Note Guarantee apply to and when the Company ceases to may be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action enforced by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment any Affiliate of any Noteholder that extended any portion of the principal ofGuaranteed Obligations. Without limiting the generality of the foregoing, any premium and interest on and any Additional Amounts with respect each Guarantor’s liability shall extend to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the amounts that constitute part of the Company to Guaranteed Obligations and which would be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default owed by the Company or any other Guarantor to any Noteholder under or in the due and punctual payment respect of the principal of, any premium and interest on and any Additional Amounts with respect to all such SecuritiesNote Purchase Agreement, the Guarantor is prevented by Notes or any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without other Financing Documents but for the consent fact that they are unenforceable or not allowable due to the existence of the Holders of the Securities of any Series. Upon such an assumptiona bankruptcy, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and reorganization or similar proceeding involving the Company shall be released from its liabilities hereunder and under or such Securities as obligor on the Securities of such Seriesother Guarantor.

The Guarantee. The Parent hereby guarantees to each Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans (including the C$ Loans) made by the Trustee Lenders to, and the due Note(s) and punctual payment the C$ Note(s) held by each Lender of, the Company, the Canadian Borrower, the Swiss Borrower, each Other Subsidiary Borrower and each Additional Borrower, and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the principal Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any premium Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and interest onexpenses of the Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”). The Parent hereby further agrees that if any Borrower (or any Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Parent will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureGuaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor hereby unconditionally and irrevocably, guarantees to each Holder of a Security authenticated the Lenders, the Issuing Bank and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest onAgent, and any Additional Amounts with respect to such Security and the due and punctual payment transferee, in whole or in part, of the sinking fund payments Obligations or this Guaranty (if anycollectively, the "Guaranteed Parties" and each, individually, a "Guaranteed Party"), the full and prompt payment and performance of all the Obligations and all costs, charges and expenses (including reasonable attorneys' fees) provided for pursuant to incurred or sustained by such Guaranteed Party in enforcing the terms obligations of such Security and the Guarantor hereunder. If any other amounts due under this Indenture, portion of the Obligations is not paid when and as the same shall become due and payabledue, whether at Maturitystated maturity, by acceleration, redemption, repayment acceleration or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor unconditionally and irrevocably hereby agrees to cause and will pay same when due, without resort by the Guaranteed Parties to any such payment other person or party. The obligation of the Guarantor to be made punctually when and as the same shall become due and payableGuaranteed Parties hereunder is primary, whether at Maturity, upon acceleration, redemption, repayment or otherwiseabsolute, and unconditional, except as if such payment were made by the Companymay be specifically set forth herein. The aforesaid Guarantee Guarantor hereby acknowledges that this Guaranty is one a guaranty of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations collection and that the liability of the Guarantor (under this Guaranty shall be immediate and primary and shall not be contingent upon the exercise or enforcement by the Guaranteed Parties, or any of them, of any remedies the Guaranteed Parties may have against the Borrower or any other than person or the enforcement of any obligations preferred by statute lien or by operation realization of law). (c) any collateral any Guaranteed Party may at any time possess for any of the Obligations. The Guarantor’s obligation under Section 13.1(a) shall terminate if 's obligations are secured by various Security Instruments referred to in the Credit Agreement, including without limitation the Second Amended and when the Company ceases to be a Subsidiary Restated Parent Stock Pledge and Security Agreement dated as of the Guarantor; provideddate hereof, howeverand all other agreements (including control agreements), that immediately prior instruments and other documents, whether now existing or hereafter in effect, pursuant to such termination, which the Guarantor shall automatically assume, without any action by grant or convey to the Holders or Collateral Agent for the Trustee or any further action on behalf benefit of the GuarantorAgent, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumptionLenders, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the CompanyIssuing Bank, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent holders of the HoldersSenior Notes a Lien in, assume or pursuant to which any other Person shall acknowledge any such Lien in, property as security for all or any portion of the rights and obligations Obligations or any other obligation under any Loan Document, as any of the Company hereunder with respect them may be amended, modified or supplemented from time to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor REIT hereby irrevocably, fully and unconditionally guarantees (the “Guarantee”) to each Holder of a Security authenticated Note and delivered by to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the obligations of the Company under this Indenture or the Notes or restrictions of any kind on the Company’s performance of its obligations under this Indenture or the Notes, and waiving all rights of objection and defense arising from the Notes, that: (i) the principal of, and interest on, the Notes will be punctually paid in full when due, whether on the Maturity Date or Interest Payment Date, by acceleration, call for redemption, repurchase at the option of Holders or otherwise; (ii) all other obligations of the Company to the Holders (including without limitation the delivery of amounts due upon exchange in accordance with the provisions of Article 14) or the Trustee (in any of its capacities hereunder and punctual including but not limited to the indemnities set forth in Section 7.06) under this Indenture or the Notes will be promptly paid or delivered in full, as the case may be, all in accordance with the terms of this Indenture and the Notes; and (iii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations thereunder, they will be paid or delivered in full when due in accordance with the terms of the extension or renewal, whether on the Maturity Date or any Interest Payment Date, by acceleration, call for redemption, repurchase at the option of holders, upon exchange or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the REIT shall be obligated to pay the same before failure so to pay becomes an Event of Default with respect to Notes. If the Company defaults in the payment of the principal of, any premium and interest on, and any Additional Amounts on or amounts due upon exchange with respect to such Security and to, the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, Notes when and as the same shall become due and payabledue, whether at Maturityon the Maturity Date, any Interest Payment Date, by acceleration, upon exchange, call for redemption, repayment or otherwise, without the necessity of action by the Trustee or any Holder, the REIT shall be required to promptly make such payment in full. (b) The REIT agrees that its obligations with regard to this Guarantee shall be as principal and not merely as surety and shall be full, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against the Company, any action to enforce the same or any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. The REIT hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or right to require the prior disposition of the assets of the Company to meet its obligations, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of all obligations contained in the Notes and this Indenture. The Guarantee is a guaranty of payment and not of collection. The obligations of the REIT under this Guarantee will constitute direct, unsecured and unsubordinated obligations of the REIT and the REIT undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and unsubordinated obligations of the REIT, save for such obligations as may be mandatorily preferred by law. (c) The Guarantee shall continue in full force and effect by way of continuing security until all principal, interest, if any, and amounts due on exchange have been paid or delivered in full and all other actual or contingent obligations of the Company in relation to the Notes or under the Indenture have been satisfied in full. Notwithstanding the foregoing, if any payment received by any Holder is, on the subsequent bankruptcy or insolvency of the Company, avoided under any applicable laws, including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of the REIT and the Guarantee will continue to apply as if such payment had at all times remained owing by the Company. (d) If any Holder of Notes or the Trustee is required by any court or otherwise to return to any of the Company or the REIT, or any custodian, trustee, or similar official acting in relation to any of the Company or the REIT, any amount paid by any of the Company or the REIT to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The REIT agrees that it will not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full of all obligations under the Notes. The REIT further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations so guaranteed, and (ii) in the event of any acceleration of those obligations as provided in Section 6.02, those obligations (whether or not due and payable) will forthwith become due and payable by the REIT with respect to Notes for purposes of the Guarantee. (e) The REIT and by its acceptance of a Note issued hereunder each Holder hereby confirms that it is the intention of all such parties that the Guarantee by the REIT set forth in this Section 9.01 not constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and the REIT hereby irrevocably agree that the obligations of the REIT under the Guarantee set forth in this Section 9.01 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of REIT, result in the obligations of the REIT not constituting such a fraudulent transfer or conveyance. (f) It is the intention of the parties that the obligations of the REIT shall be in, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the REIT by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the REIT was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the REIT under the Guarantee shall be reduced by such court if and to the extent such reduction would result in the avoidance of such annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest amount as is strictly necessary to reach such result. For purposes of this paragraph, “fair consideration,” “insolvency,” “unable to pay its debts as they mature,” “unreasonably small capital” and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. (g) If the obligations of the REIT are reduced pursuant to Section 9.01(e) or 9.01(f) above, such reduction shall be applied proportionately with respect to all Notes guaranteed under this Section 9.01, in accordance with the respective outstanding principal amount of such Notes so guaranteed and being then due upon the acceleration of the payment of such Notes. (h) Neither the Company nor the REIT shall be required to make a notation on the Notes to reflect the Guarantee or any release, termination, suspension or discharge thereof in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Guarantors hereby unconditionally guarantees jointly and severally guarantee, as a primary obligor and not as a surety to each Holder of a Security authenticated Secured Party and delivered their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, any premium and interest oneach Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Additional Amounts Loan Party under any Loan Document or Bank Product Agreement entered into with respect to such Security a counterparty that is a Secured Party, and the due and punctual payment performance of all obligations under any of the sinking fund payments foregoing, in each case strictly in accordance with the terms thereof (if anysuch obligations being herein collectively called the “Guaranteed Obligations”); provided that, anything to the contrary contained in the foregoing notwithstanding, Guaranteed Obligations shall exclude any Excluded Swap Obligations. In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals), shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) provided for pursuant and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Security Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any other amounts due under this Indentureof the Guaranteed Obligations, when and as the Guarantors will promptly pay the same shall become in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of this Indenture. In case whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the failure Loan Documents and/or any facility or amount made available under any of the Company punctually Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to pay be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such principal, premium, interest, Additional Amounts, sinking fund payment facility or other amount, the Guarantor hereby agrees to cause any such payment to amount might be made punctually when available from time to time; and as the same shall become due and payableany fees, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu costs and/or expenses associated with all other senior unsecured debt obligations any of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer hereinforegoing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.1160299.01-CHISR1160299.03H-CHISR02A - MSW

The Guarantee. (a) The Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Parties the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations from time to time owing to the Guaranteed Parties, in each Holder of a Security authenticated and delivered case strictly in accordance with the terms thereof. The Guarantor hereby further agrees that if the Company shall fail to pay in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) any of the principal ofGuaranteed Obligations, the Guarantor will promptly pay the same to the Collateral Agent for the benefit of the Guaranteed Parties, without any premium and interest ondemand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant Guaranteed Obligations, the same will be promptly paid in full when due to the terms Collateral Agent for the benefit of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, Guaranteed Parties (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (under Section 2(a) hereof are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the Note Documents or any other than agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2(b) that the obligations preferred by statute of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances. The Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Guaranteed Party exhaust any right, power or by operation remedy or proceed against the Company under the Note Purchase Agreement or the Company Pledge Agreement or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of law)the Guaranteed Obligations. (c) The Guarantor’s obligation obligations of the Guarantor under Section 13.1(a) this Guarantee shall terminate be automatically reinstated if and when to the Company ceases to be a Subsidiary of the Guarantor; provided, however, extent that immediately prior to such termination, the Guarantor shall automatically assume, without for any action reason any payment by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment Company in respect of the principal of, Guaranteed Obligations is rescinded or must be otherwise restored by any premium and interest on and holder of any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Companyreorganization or otherwise, and the Company shall be released from its liabilities hereunder Guarantor agrees that it will indemnify the Guaranteed Parties on demand for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred by Holders and the Collateral Agent in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under such Securities as obligor on the Securities of such Seriesany bankruptcy, insolvency or similar law. (d) The Guarantor mayhereby agrees that until the payment and satisfaction in full of all Guaranteed Obligations it shall not exercise any right or remedy arising by reason of any performance by it of its guarantee in Section 2(a) hereof, without whether by subrogation or otherwise, against the consent Company or any other guarantor of any of the Holders, assume all Guaranteed Obligations or any security for any of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesGuaranteed Obligations. (e) The Guarantor shall assume all of agrees that, as between (i) the rights Guarantor and (ii) the Holders, the obligations of the Company hereunder with respect to a Series of Securities and under the Securities Note Purchase Agreement may be declared to be forthwith due and payable as provided in Section 12 of the Note Purchase Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 12) for purposes of Section 2(a) hereof notwithstanding any stay, injunction or other prohibition preventing such Series if, upon a default declaration (or such obligations from becoming automatically due and payable by the Company Guarantor for purposes of said Section 2(a)). (f) The guarantee in this Section 2 is a continuing guarantee, and shall apply to all Guaranteed Obligations whenever arising. (g) The Guarantor hereby acknowledges that this Guarantee constitutes an instrument for the payment of money, and consents and agrees that any Holder, at its sole option, in the event of a dispute by the Guarantor in the payment of any moneys due hereunder, shall have the right to bring motion-action under New York CPLR Section 3213. (h) Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of the Guarantor hereunder shall in no event exceed the maximum amount which can be guaranteed by the Guarantor under applicable federal and state laws relating to the insolvency of debtors without rendering the Guarantor insolvent. (i) At the request of any Holder, the Guarantor shall execute the following endorsement on any Note: "Liggett Group Inc. hereby unconditionally and irrevocably guarantees, subject to the Liggett Subordination Agreement, to the holder of ▇▇▇ ▇▇▇egoing Note the due and punctual payment of the principal ofall principal, any premium interest and interest Prepayment Premium, if any, on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result said Notes as more fully provided in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesLiggett Guarantee."

The Guarantee. (a) The Guarantor Holdings hereby unconditionally and absolutely guarantees the payment to the Trustee, on behalf of the Certificateholders, of the Guarantee Payment due to the Certificateholders on each Distribution Date. Not later than the third Business Day prior to each Holder of a Security authenticated and delivered by Distribution Date, the Trustee the due and punctual payment Servicer shall notify Holdings of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment amount of the sinking fund payments (Guarantee Payment, if any) provided , for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment Distribution Date and not of collectionlater than the Business Day preceding each Distribution Date, Holdings shall deposit the Guarantee Payment, if any, for such Distribution Date into the Collection Account. (b) The Guarantor’s Notwithstanding the obligation of Holdings in clause (a) above, in no event will Holdings be obligated to make payments under this Agreement, if the aggregate amounts paid under this Agreement would exceed $____________ (the "Guarantee Payment Limit"). Upon the date on which the aggregate amounts paid hereunder equal the Guarantee Payment Limit, Holdings shall have no further liability under this Limited Guarantee, and Holdings shall be deemed to have satisfied in full all of its obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law)under this Limited Guarantee. (c) The Guarantor’s obligation obligations of Holdings under Section 13.1(a) this Limited Guarantee shall not terminate if and when the Company ceases upon or otherwise be reduced by a Service Transfer pursuant to be a Subsidiary Article VII of the Guarantor; providedPooling and Servicing Agreement, however, that immediately prior by any amendment to such terminationthe Pooling and Servicing Agreement, the Guarantor shall automatically assumePurchase Agreement, without any action Subsequent Purchase Agreement or any other agreement relating to the Certificateholders or any breach by the Holders any party to any such agreement of its obligations thereunder or the Trustee failure of Holdings to receive all or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesGuarantee Fee. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of Holdings under this Limited Guarantee shall terminate on the Company hereunder earlier of (i) the date referred to in Section 1(b) hereof, (ii) one year following the Distribution Date on which the Certificate Balance has been reduced to zero and all accrued interest on the Certificates has been paid in full, or (iii) the date on which there shall have been deposited Eligible Investments with the Trustee equal to the Defeasance Amount. The "Defeasance Amount" is equal to such amount as shall satisfy the Rating Agency Condition with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesCertificates. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Subject to Section 5, the Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts (as defined below) with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureSecurity, when and as the same shall become due and payable, whether at Maturitymaturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this the Indenture. In case of the failure of the Company or the Successor Company punctually to pay any such principal, premium, interest, or Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturitymaturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (bi) The All payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities shall be made by the Guarantor without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges, of whatever nature imposed or levied by or on behalf of the Cayman Islands, Bermuda or Switzerland (each, a “Taxing Jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required, the Guarantor shall, subject to certain limitations and exceptions set forth below, pay to the Holder of any such Security such additional amounts (“Additional Amounts”) as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in such Security and the Indenture to be then due and payable; provided, however, that the Guarantor shall not be required to make payment of such Additional Amounts for or on account of: (A) any tax or governmental charge which would not have been imposed but for the fact that the Holder: (I) was a resident of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant Taxing Jurisdiction or otherwise had some connection with the relevant Taxing Jurisdiction other than the mere ownership of, or receipt of payment on, such Security; (II) presented such Security for payment in the relevant Taxing Jurisdiction, unless such Security could not have been presented for payment elsewhere; or (III) presented such Security for payment more than 30 days after the date on which the payment became due unless the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment within the 30-day period; (B) any estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge; (C) any tax or other governmental charge that is imposed or withheld because of failure by the Holder of this Note to comply with any reasonable request by the Guarantor addressed to the Holder (I) to provide information concerning the nationality, residence or identity of the Holder or that of the beneficial owner of such Security; or (II) to make any claim or satisfy any information or reporting requirement, which in either case is required by the relevant Taxing Jurisdiction as a precondition to exemption from all or part of the tax or other governmental charge; (D) any tax imposed on payments on such Security under sections 1471 through 1474 of the U.S. Internal Revenue Code of 1956, as amended (the “Internal Revenue Code”), any current or future regulations thereunder and official interpretations thereof, any agreements entered into pursuant to section 1471(b)(1) of the Internal Revenue Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such sections of the Internal Revenue Code; or (E) any combination of items (A), (B), (C) or (D) above. nor shall Additional Amounts be paid with respect to any payment of the principal of or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of the Security. (ii) Whenever in the Indenture or this Second Supplemental Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of this Fist Supplemental Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions where such express mention is not made. (iii) At least 10 days prior to the first interest payment date with respect to a series of Securities, and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Guarantor’s obligations hereunder Officer’s Certificate, the Guarantor shall rank pari passu with all furnish to the Trustee and the principal paying agent or paying agents, if other senior unsecured debt obligations than the Trustee, a certificate signed by the Chairman of the Guarantor’s Board of Directors, a Vice Chairman, the President, the Chief Financial Officer, the Chief Investment Officer, the Chief Accounting Officer, the General Counsel or the Secretary of the Guarantor, that complies with the requirements of Section 314(e) of the Trustee Indenture Act (a “Guarantor’s Officer’s Certificate”) instructing the Trustee and such paying agent or paying agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 4(b). If any such withholding shall be required, then such Guarantor’s Officer’s Certificate shall, specify by Taxing Jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Guarantor (other than agrees to pay to the Trustee or such paying agent the Additional Amounts required by this Section 4(b). The Guarantor covenants to indemnify the Trustee and any obligations preferred paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by statute or by operation any of lawthem in reliance on any Guarantor’s Officer’s Certificate furnished pursuant to this Section 4(b)(ii). (c) The Guarantor’s obligation under Section 13.1(a) Guarantor hereby agrees that its obligations hereunder shall terminate if be as principal and when not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security, this Second Supplemental Indenture or the Indenture, any failure to enforce the provisions of any Security, this Second Supplemental Indenture or the Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Security or the Trustee, the recovery of any judgment against the Company ceases or the Successor Company or any action to be enforce the same, or any other circumstances which may otherwise constitute a Subsidiary legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders Company or the Trustee Successor Company, any right to require a proceeding first against the Company or the Successor Company, protest or notice with respect to any further action on behalf of such Security or the Guarantorindebtedness evidenced thereby and all demands whatsoever, the due and punctual covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on on, and any Additional Amounts required with respect to all to, the Securities and the complete performance of every obligation all other obligations contained in this Indenture and the Outstanding Securities Securities. The Guarantor further agrees, to the fullest extent that it lawfully may do so, that, as between the Guarantor, on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Companyone hand, and the Company shall be released from its liabilities hereunder Holders and under such Securities as obligor the Trustee, on the Securities other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 502 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or prohibition extant under any bankruptcy, insolvency, reorganization or other similar law of any jurisdiction preventing such Seriesacceleration in respect of the obligations guaranteed hereby. (d) The This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Security, in whole or in part, is rescinded or must otherwise be restored to the Company, the Successor Company or the Guarantor mayupon the bankruptcy, without the consent liquidation or reorganization of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumptionCompany, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Successor Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesor otherwise. (e) The Guarantor shall assume be subrogated to all rights of the rights and obligations Holder of any Security against the Company hereunder with or the Successor Company in respect of any amounts paid to a Series of Securities and under the Securities of such Series if, upon a default Holder by the Company in Guarantor pursuant to the due and punctual payment provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and interest on on, and any Additional Amounts and sinking fund payments required with respect to to, all such SecuritiesSecurities shall have been paid in full. (f) As a separate and alternative stipulation, the Guarantor is prevented unconditionally and irrevocably agrees that any sum expressed to be payable by any court order the Company or judicial proceeding from fulfilling its obligations the Successor Company under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series but which is for any reason (whether or not now known or becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of known to the Company, and the Successor Company shall be released the Guarantor, the Trustee or any Holder of any Security) not recoverable from its liabilities hereunder and under such Securities as obligor the Guarantor on the Securities basis of such Seriesa guarantee will nevertheless be recoverable from it as if it were the sole principal debtor and will be paid by it to the Trustee on demand. This indemnity constitutes a separate and independent obligation from the other obligations in this Second Supplemental Indenture, gives rise to a separate and independent cause of action and will apply irrespective of any indulgence granted by the Trustee or any Holder of any Security.

The Guarantee. (a) The Each Guarantor hereby agrees that during the Guarantee Period it is jointly and severally liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Holder of a Security authenticated Secured Party and delivered their respective successors and assigns the prompt payment in full when due (whether by the Trustee the due and punctual payment acceleration or otherwise) of the principal ofof and interest on the Loans made by the Lenders to each Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Secured Parties by each Borrower under this Agreement or under any of the other Loan Documents, any premium Letter of Credit, any Specified Swap or Banking Services Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and interest ondisbursements of counsel to the Secured Parties, in each case strictly in accordance with the terms thereof) (such obligations being herein collectively called the “Guaranteed Obligations”; provided that, for purposes of determining any Guaranteed Obligations of any Guarantor under this Agreement, the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor). Each Guarantor hereby further agrees that if during the Guarantee Period any Borrower shall fail to pay in full when due (whether by acceleration or otherwise) any of the Guaranteed Obligations, such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureGuaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees Guarantors hereby, jointly and severally, guarantee to each Holder of a Security authenticated Secured Party as hereinafter provided, as primary obligor and delivered by not merely as surety, the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the Secured Obligations in full in cash when due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturitystated maturity, as a mandatory prepayment, by acceleration, redemption, repayment as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further jointly and severally agrees that if any of the Secured Obligations are not paid in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Each Guarantor, and by its acceptance of this Guaranty, the Agents and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any debtor relief law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance under applicable law after giving full effect to such Guarantor’s obligations hereunder shall rank pari passu with all contribution rights but before taking into account any liabilities of such Guarantor under any other senior unsecured debt obligations guarantee of the such Guarantor (other than any other guarantee of any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be that are secured on a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed pari passu basis with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesObligations. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. The Guarantor hereby irrevocably and unconditionally guarantees (the "Guarantee"), as primary obligor and not merely as surety, the 2028 Debentures and obligations of the Company under the Indenture and the 2028 Debentures, and guarantees to each Holder of a 2028 Debenture authenticated and delivered by the Trustee, and to the Trustee for itself and on behalf of such Holder, that: (1) the principal of (and premium, if any) and interest on the 2028 Debentures shall be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the United States Bankruptcy Code of 1978, as amended (the "Bankruptcy Law")) together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any 2028 Debentures or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment agrees that its obligations hereunder shall be unconditional, irrespective of the principal ofvalidity, regularity or enforceability of the 2028 Debentures or the Indenture, the absence of any action to enforce the same, any premium and interest on, and waiver or consent by any Additional Amounts Holder with respect to such Security and any provisions hereof or thereof, the due and punctual payment recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionGuarantor. (b) The Guarantor’s obligations hereunder shall rank pari passu Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with all other senior unsecured debt obligations a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any 2028 Debenture except by complete performance of the obligations contained in such 2028 Debenture, the Indenture and the Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such 2028 Debenture, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such 2028 Debenture, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the 2028 Debentures, to collect interest on the 2028 Debentures, or to enforce or exercise any other than right or remedy with respect to the 2028 Debentures, the Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any obligations preferred by statute or by operation of law)the Holders. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without If any action by the Holders Holder or the Trustee is required by any court or any further action on behalf of otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the due and punctual payment of Company or the principal ofGuarantor, any premium and interest on and amount paid by any Additional Amounts with respect of them to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed Trustee or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumptionHolder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of further agrees that, as between the CompanyGuarantor, on one hand, and the Company shall be released from its liabilities hereunder Holders and under such Securities as obligor the Trustee on the Securities other hand, (1) subject to the provisions of the Guarantee, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Base Indenture for the purposes of the Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such Seriesobligation as provided in Article Five of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. (d) The Guarantor may, without the consent of the Holders, assume all of the rights Guarantee shall remain in full force and obligations of effect and continue to be effective should any petition be filed by or against the Company hereunder with respect to a Series of Securities and under the Securities of such Series iffor liquidation or reorganization, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of should the Company and become insolvent or make an assignment for the Company shall benefit of creditors or should a receiver or trustee be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume appointed for all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, or any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations significant part of the Company's assets, and shall, to the Company shall fullest extent permitted by law, continue to be released from its liabilities hereunder effective or be reinstated, as the case may be, if at any time payment and under such Securities as obligor performance of the 2028 Debentures are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities of 2028 Debentures, whether as a "voidable preference", "fraudulent transfer" or otherwise, all as though such Seriespayment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the 2028 Debentures shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

The Guarantee. (a) The In consideration of (1) the substantial direct and indirect benefits to be derived by the Guarantors as a result of the Banks making the Commitments available to the Company, including, without limitation, the advances to be made available to such Guarantors by the Company from time to time from the proceeds of Advances lent to the Company hereunder, (2) the substantial direct and indirect benefits to be derived by the Company and the Guarantors as a result of the Banks making the Letter of Credit Subfacility available to the Company and the Guarantors, including, without limitation, the Letters of Credit issued or to be issued by the Agent on behalf of the Banks for the account of the Company or any Guarantor, and (3) substantial direct and indirect benefits to be derived by the Guarantors as a result of Barclays Bank PLC making the other First Tier Facilities available under the Barclays Agreement, pursuant to which the Guarantors shall receive further direct and indirect benefit, each Guarantor hereby absolutely, unconditionally and irrevocably, jointly and severally, guarantees to each Holder of a Security authenticated the Banks, the Agent and delivered by the Trustee Collateral Agents the due and punctual payment and performance of all the Obligations of the principal of, any premium Company and interest on, each other Guarantor as and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturitymaturity, by acceleration, redemption, repayment mandatory prepayment or otherwise, in accordance with according to their terms (the terms obligations of such Security and Guarantor in respect of this Indenturesuch guarantee, its "Guaranty Obligations"). In case of the -------------------- failure of by the Company or such Guarantor punctually to pay any such principalor perform the Obligations, premium, interest, Additional Amounts, sinking fund payment or other amount, the each Guarantor hereby unconditionally and irrevocably agrees to cause any such payment or performance to be made punctually as and when and as the same shall become due and payable, whether at Maturitymaturity, upon accelerationby prepayment, redemption, repayment declaration or otherwise, and as if such payment or performance were made by the CompanyCompany or such Guarantor. The aforesaid Guarantee is one foregoing guarantees (collectively, the "Guaranty") shall be -------- guarantees of payment and not of collectioncollection merely. (b) The It is the intent of the Guarantors, the Agent, the Banks and any other Person holding any of the Guaranty Obligations that each Guarantor’s 's maximum obligations hereunder (such Guarantor's "Maximum Guaranty Liability") -------------------------- shall rank pari passu not be in excess of: (i) in a case or proceeding commenced by or against such Guarantor under 11 U.S.C. (S) 101 et seq., as amended (the "Bankruptcy Code"), on or -- --- --------------- within one year from the date on which any of the Guaranty Obligations of such Guarantor are incurred, the maximum amount that would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) to be avoidable or unenforceable against such Guarantor under (A) Section 548 of the Bankruptcy Code or (B) any state fraudulent transfer or fraudulent conveyance act or statute applied in such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (ii) in a case of proceeding commenced by or against such Guarantor under the Bankruptcy Code subsequent to one year from the date on which any of the Guaranty Obligations of such Guarantor are incurred, the maximum amount that would not otherwise cause the obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) to be avoidable or unenforceable against such Guarantor under any state fraudulent transfer or fraudulent conveyance act or statue applied in any such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or (iii) in a case or proceeding commenced by or against such Guarantor under any law, statute or regulation other than the Bankruptcy Code relating to dissolution, liquidation, conservatorship, bankruptcy, moratorium, readjustment of debt, compromise, rearrangement, receivership, insolvency, reorganization or similar debtor relief from time to time in effect affecting the rights of creditors generally (collectively, "Other ----- Debtor Relief Law"), the maximum amount that would not otherwise cause the ----------------- obligations of such Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) to be avoidable or unenforceable against such Guarantor under such Other Debtor Relief Law, including, without limitation, any state fraudulent transfer or fraudulent conveyance act or statute applied in any such case or proceeding. (The substantive state or federal laws under which the possible avoidance or unenforceability of the obligations of any Guarantor hereunder (or any other obligations of such Guarantor to the Agent, the Banks and any other Person holding any of the Guaranty Obligations) shall be determined in any such case or proceeding shall hereinafter be referred to as the "Avoidance Provisions"). -------------------- (c) To the extent set forth in Section 10.01(b), but only to the extent that the obligations of any Guarantor hereunder, or the transfers made by the Guarantor under the Guarantor Pledge Agreement, the Guarantor Security Agreement or the Guarantor Trademark Security Agreement, would otherwise be subject to avoidance under any Avoidance Provisions if such Guarantor is not deemed to have received valuable consideration, fair value, fair consideration or reasonably equivalent value for such transfers or obligations, or if such transfers or obligations of any Guarantor hereunder would render such Guarantor insolvent, or leave such Guarantor with all an unreasonably small capital or unreasonably small assets to conduct its business, or cause such Guarantor to have incurred debts (or to have in- tended to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any of the obligations of such Guarantor are deemed to have been incurred and transfers made under such Avoidance Provisions, then the obligations of such Guarantor hereunder shall be reduced to that amount which, after giving effect thereto, would not cause the obligations of such Guarantor hereunder (or any other senior unsecured debt obligations of such Guarantor to the Agent, the Banks or any other Person holding any of the Guaranty Obligations), as so reduced, to be subject to avoidance under such Avoidance Provisions. This Section 10.01(c) is intended solely to preserve the rights hereunder of the Agent, the Banks and any other Person holding any of the Guaranty Obligations to the maximum extent that would not cause the obligations of the Guarantors hereunder to be subject to avoidance under any Avoidance Provisions, and no Guarantor nor any other Person shall have any right or claim under this Section 10.01(c) as against the Agent, the Banks or any other Person holding any of the Guaranty Obligations that would not otherwise be available to such Person under the Avoidance Provisions. To the extent that the limitations contained in this Section 10.01 are raised by any Guarantor as a limitation or defense to any action to collect from such Guarantor hereunder, then, to the extent the provisions of this sentence do not cause the obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationavoidable under any Avoidance Provision, the Guarantor burden of proof and persuasion with respect to the dollar amount of such limitation shall automatically assume, without any action by the Holders or the Trustee or any further action be on behalf of the Guarantor, notwithstanding any provison of state or federal law to the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriescontrary. (d) The Each Guarantor mayagrees that the Obligations may at any time and from time to time exceed the Maximum Guaranty Liability of such Guarantor, and may exceed the aggregate Maximum Guaranty Liability of all Guarantors hereunder, without the consent of the Holders, assume all of impairing this Guaranty or affecting the rights and obligations remedies of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company Banks and the Company Agent hereunder. Nothing in the Section 10.01(d) shall be released from construed to increase any Guarantor's obligations hereunder beyond its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesMaximum Guaranty Liability. (e) The In the event any Guarantor (a "Funding Guarantor"") shall make ----------------- any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations hereunder, each other Guarantor (each, a "Contributing Guarantor") ---------------------- shall contribute to such Funding Guarantor an amount equal to such Contributing Guarantor's pro rata share of such payment or payments made, or losses suffered, by such Funding Guarantor determined as of the date on which such payment or loss was made by reference to the ratio of (i) the Maximum Guaranty Liability of such Contributing Guarantor (without giving effect to any right to receive any contribution or other obligation to make any contribution hereunder), to (ii) the aggregate Maximum Guaranty Liability of all Guarantors (including the Funding Guarantors) hereunder (without giving effect to any right to receive, or obligation to make, any contribution hereunder). Nothing in this Section 10.01(e) shall affect each Guarantor's several liability for the entire amount of its Guaranty Obligations subject only to the limitations set forth in Section 10.01. Each Guarantor covenants and agrees that its right to receive any contribution hereunder from a Contributing Guarantor shall assume be subordinate and junior in right of payment to all of the rights and obligations of the Company hereunder with respect Guarantors to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesBanks hereunder.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each of the Secured Parties and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code or a Debtor Relief Law) of: (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans made by the Trustee Lenders to the due Borrower and punctual payment all fees, indemnification payments, premium (including any Make-Whole Amount, if applicable) and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders, the Collateral Agent or the Administrative Agent by the Borrower under the Credit Agreement and by any Obligor under any of the principal ofLoan Documents; and (b) all other Obligations, any in each case strictly in accordance with the terms thereof and including all interest, fees, premium and interest on, and expenses accrued or incurred subsequent to the commencement of any Additional Amounts bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such Security interest, fees, premium or expenses are enforceable or allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the sinking fund payments (if anyautomatic stay under the Bankruptcy Code) provided for pursuant to any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Security Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other amounts due under this IndenturePerson obligated on any such Guaranteed Obligations is located, when the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and as that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same shall become will be promptly paid in full in cash when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Terra Guarantors hereby unconditionally guarantees jointly and severally guarantee to each Holder of a Security authenticated Lender, each Issuing Bank and delivered the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of and interest on the Terra Advances made by the Lenders to, and the Notes held by each Lender of, the Company and all other amounts from time to time owing to the Lenders, each Issuing Bank or the Administrative Agent by the Company under this Agreement and under the Notes and by any premium Terra Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Terra Guaranteed Obligations"). The Terra Guarantors hereby further jointly and interest onseverally agree that if the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Terra Guaranteed Obligations, the Terra Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureTerra Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with TNLP Guarantors hereby jointly and severally guarantee to each Lender, each Issuing Bank and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the TNLP Advances made by the Lenders to, and the Notes held by each Lender of, TNLP and all other senior unsecured debt obligations amounts from time to time owing to the Lenders, each Issuing Bank or the Administrative Agent by TNLP under this Agreement and under the Notes and by any TNLP Obligor under any of the Guarantor other Loan Documents, in each case strictly in accordance with the terms thereof (other than such obligations being herein collectively called the "TNLP Guaranteed Obligations"). The TNLP Guarantors hereby further jointly and severally agree that if TNLP shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationTNLP Guaranteed Obligations, the Guarantor shall automatically assumeTNLP Guarantors will promptly pay the same, without any action by demand or notice whatsoever, and that in the Holders case of any extension of time of payment or the Trustee or renewal of any further action on behalf of the GuarantorTNLP Guaranteed Obligations, the same will be promptly paid in full when due and punctual payment of the principal of(whether at extended maturity, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation by acceleration or otherwise) in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed accordance with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities terms of such Seriesextension or renewal. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. Each Guarantor hereby absolutely, unconditionally, and irrevocably guarantees: (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the due and punctual prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal ofobligations of the Issuer from time to time in respect of the Contingent Make-Whole Payment, the Put Price of any Put Notes, any premium Default Amount, the Expenses and interest onIndemnities when and as due, whether at maturity, by acceleration, upon one or more dates set for payment or otherwise; (b) the due and prompt payment in full when due of the Redemption Price upon the exercise by the Issuer of its rights under Section 8.3; (c) the due and prompt payment and performance in full of the obligations of the other Note Parties’ relating to, arising from or caused by, or an account of (X) a breach by such other Note Party of any Additional Amounts Operative Document (but only if any of those Specified Event(s) of Default set forth in Section 10.1(a), 10.1(b), 10.1(c), 10.1(d) or 10.1(g) occurs with respect to such Security and the due and punctual payment matters), (Y) any diversion or application of Counterparty Payments in violation of the sinking fund payments Operative Documents or the incurrence or existence of any Liens (if anyother than Permitted Encumbrances) on the Collateral, and (Z) any willful misconduct or fraudulent conduct in the issuance and sale of the Notes (all such obligations in clauses (a) through (c), whether now or hereafter existing, being referred to as the “Guaranteed Obligations”); provided for pursuant to that upon (A) a Change of Control, (B) the conveyance by the Issuer of any Collateral (other than the grant of any Permitted Encumbrance under clause (vi) of the definition thereof), (C) the encumbrance by the Issuer of any Collateral in violation of the terms of such Security and any other amounts due under this IndentureAgreement, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment (D) a Voluntary Bankruptcy or otherwise, in accordance with the terms of such Security and of this Indenture. In case Involuntary Bankruptcy of the Parent or the Issuer (except to the extent arising out of a failure of the Company punctually to pay any such principalLimited Recourse Obligations on the Final Legal Maturity Date), premium, interest, Additional Amounts, sinking fund payment (E) any Note Party contests or opposes any motion by Collateral Agent or the Noteholders for bankruptcy stay or other amountrelief, (F) the Guarantor hereby agrees occurrence and during the continuance of any of those Specified Event(s) of Default set forth in Section 10.1(a), 10.1(c), 10.1(d), 10.1(e) or 10.1(g), or (G) any Note Party initiates action to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantorcontest Collateral Agent’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf Noteholders’ exercise of remedies after the Guarantor, occurrence and during the due and punctual payment continuance of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Specified Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guaranteed Obligations of each Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume include all of the rights Obligations of the Issuer and the other Note Parties (other than the obligations of such other Note Parties under this Article XVI). Without limiting the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment generality of the principal offoregoing, any premium and interest on and any Additional Amounts with respect each Guarantor’s liability shall extend to all such Securities, amounts that constitute part of the Guarantor is prevented Guaranteed Obligations and would be owed by any court order other Note Party to the Collateral Agent or judicial proceeding from fulfilling its obligations any Noteholder under Section 13.1(a) with or in respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without Operative Documents but for the consent fact that they are unenforceable or not allowable due to the existence of the Holders of the Securities of any Series. Upon a bankruptcy, reorganization or similar proceeding involving such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesother Note Party.

The Guarantee. (a) The Guarantor Guarantors hereby unconditionally guarantees jointly and severally guarantee, as a primary obligor and not as a surety to each Holder of a Security authenticated Credit Party and delivered their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue after the commencement of a 1066931.03C-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.04-CHISR02A - MSW case under Title 11 of the United States Code or any other Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of the United States Code (or any other Debtor Relief Law) but for the provisions of the Title 11 of the United States Code (or other Debtor Relief Law) or that accrues after the commencement of a case under Title 11 of the United States Code or any other Debtor Relief Law or after any bankruptcy or insolvency petition is filed under Title 11 of the United States Code (or any other Debtor Relief Law), whether or not allowed) on the Loans made by the Lenders to, and the Notes held by each Lender of, any premium and interest onthe Borrower, and all other Obligations from time to time owing to the Credit Parties by any Additional Amounts with respect to such Security Loan Party under any Loan Document, and the due and punctual payment performance of all obligations under any of the sinking fund payments foregoing, in each case strictly in accordance with the terms thereof (if anysuch obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals), shall execute a Guarantee governed by the applicable law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) provided for pursuant and to the extent that the provisions of this Article VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Security Guarantors. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any other amounts due under this Indentureof the Guaranteed Obligations, when and as the Guarantors will promptly pay the same shall become in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of this Indenture. In case whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the failure Loan Documents and/or any facility or amount made available under any of the Company punctually Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to pay be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such principal, premium, interest, Additional Amounts, sinking fund payment facility or other amount, the Guarantor hereby agrees to cause any such payment to amount might be made punctually when available from time to time; and as the same shall become due and payableany fees, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu costs and/or expenses associated with all other senior unsecured debt obligations any of the Guarantor (other than any obligations preferred by statute or by operation of law)foregoing. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Each Guarantor, jointly and severally, hereby irrevocably and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee Guaranteed Parties the due and punctual (a) full payment (whether due by acceleration or otherwise) by Charterer in accordance with the terms and provisions of the principal ofGuaranteed Agreements of any and all sums (including, any premium but not limited to, Charter Hire, Stipulated Loss Value, payments under Articles 17, 18 and/or 19 of the Demise Charter, indemnities, reimbursement sums, damages, interest, fees and interest onexpenses, Fees, Taxes and/or Other Charges, and all other expenses incurred by or owing to any Additional Amounts with respect to such Security and the due and punctual payment Guaranteed Party) which are now or hereafter payable by Charterer under any of the sinking fund payments (if any) provided for pursuant to the terms of such Security Guaranteed Agreements as and any other amounts due under this Indenture, when and as the same shall become due and payablepayable in accordance with the terms and provisions of the Guaranteed Agreements, whether and (b) faithful performance and discharge by Charterer of each and every other duty, agreement, covenant, undertaking and obligation of Charterer in favor of any Guaranteed Party under and in accordance with the terms and provisions of the Guaranteed Agreements at Maturitythe time or times required thereby (all such obligations described in clauses (a) and (b) above being herein referred to individually as a “Guaranteed Obligation” and collectively as the “Guaranteed Obligations”). In the case of the failure or inability of Charterer duly, by acceleration, redemption, repayment or otherwise, punctually and fully to pay any such Guaranteed Obligation described in clause (a) above when due and in accordance with the terms of the applicable Guaranteed Agreement (whether or not such Security failure or inability shall constitute an Event of Default), each Guarantor hereby irrevocably and unconditionally agrees to pay or cause to be paid to the Person or Persons entitled to receive the same (according to their respective interests) under and in accordance with the Guaranteed Agreements, on the day such payments are (or would have become) due and payable, an amount equal to the aggregate of this Indentureall such Guaranteed Obligations then due and unpaid (including, without limitation, any and all interest due and payable under any of the Guaranteed Agreements). In the case of the failure or inability of the Company Charterer duly and punctually to pay perform and discharge any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. Guaranteed Obligation described in clause (b) The Guarantor’s obligations hereunder above (whether or not such failure or inability shall rank pari passu constitute an Event of Default), in favor of any Guaranteed Party under and in accordance with all other senior unsecured debt obligations the terms and provisions of the Guaranteed Agreements, each Guarantor (other than any obligations preferred by statute hereby irrevocably and unconditionally agrees promptly to perform or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when discharge the Company ceases to be a Subsidiary of same or cause the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company same to be performed or observed with complied with. In addition, in the same effect as if the Guarantor had been named as an issuer herein. Upon case of any such an assumptionfailure of payment, the performance or discharge of any Guaranteed Obligation by Charterer when due, each Guarantor shall execute forthwith, upon request of any Guaranteed Party, pay to the Guaranteed Party making such request such additional amounts as may be necessary to reimburse such Guaranteed Party in full for any reasonable out-of-pocket expenses that such Guaranteed Party incurred as a supplemental indenture evidencing its assumption result of all any such rights failure by Charterer (including, without limitation, reasonable attorneys’ fees and obligations of the Company, expenses and the Company shall be released from its liabilities hereunder other reasonable fees and under such Securities as obligor disbursements that may have been incurred by or on the Securities behalf of such SeriesGuaranteed Party in enforcing such payments, performance or discharge by Charterer or in enforcing this Guarantee). (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Guarantors hereby unconditionally guarantees jointly and severally guarantee to each Holder of a Security authenticated Lender, each Issuing Lender and delivered each Agent, and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of, any premium of and interest onon the Loans made by the Lenders to the Borrower, all LC Disbursements and all other amounts from time to time owing to the Lenders or either Agent by the Borrower under the Credit Agreement or any other Loan Document, and any Additional Amounts with respect to such Security and the due and punctual payment all obligations of the sinking fund payments Borrower to any Lender (if anyor any affiliate thereof) provided for pursuant to under any Hedging Agreement, in each case strictly in accordance with the terms of thereof (such Security and any principal, interest, other amounts and obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrower shall fail to pay in full when due under this Indenture(whether at stated maturity, when by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and as that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (or an affiliate thereof) is a “Lender” party to the Credit Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans, LC Disbursements and of this Indenture. In case of other interests in the failure of Credit Agreement and, therefore, at the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment time a claim is to be made punctually when and as in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to the Credit Agreement, provided that no Hedging Agreement shall be entitled to the benefits of this Article II unless the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and has been designated as if such payment were made by a “Hedging Agreement” for purposes of this Agreement in a written notice delivered from the Company. The aforesaid Guarantee is one of payment and not of collectionBorrower to the Administrative Agent. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Guarantor the assets of which are not all or substantially all comprised of stock or securities in one or more Foreign Subsidiary hereby jointly, severally, unconditionally and irrevocably with every other such Guarantor guarantees to each Holder the full and punctual payment (whether at stated maturity, upon acceleration or otherwise) of a Security authenticated the principal of and delivered by interest on the Trustee Loans, and the due full and punctual payment of all other Obligations payable by the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and Borrower or any other amounts due Guarantor under this Indenture, when and as the same shall become due and payable, whether at Maturity, Loan Documents. Upon failure by acceleration, redemption, repayment the Borrower or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually any other Guarantor to pay punctually any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, each such Guarantor shall forthwith on demand pay the Guarantor hereby agrees to cause any such payment to be made punctually when amount not so paid at the place and as in the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment manner specified in this Agreement or otherwise, and as if such payment were made by the Companyother Loan Documents. The aforesaid Guarantee contained in this clause (a) is one a guaranty of payment and not of collection. The Lenders shall not be required to exhaust any right or remedy or take any action against, as applicable, the Borrower, the Guarantors or any other Person. Each Guarantor agrees that, as between such Guarantor and the Lenders, the Obligations of, as applicable, the Borrower or the other Guarantors may be declared to be due and payable for the purposes of this Guarantee notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Obligations of, as applicable, the Borrower and the other Guarantors shall immediately become due and payable by each Guarantor for the purposes of this Guarantee. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations For the avoidance of doubt, it is the express intention of the Guarantor (Borrower, the Guarantors, the Administrative Agent and each Lender that nothing herein or in any other than any obligations preferred Loan Document shall constitute or be deemed to constitute an investment by statute or by operation a Foreign Subsidiary in “United States property” within the meaning of law). (cSection 956(c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; providedCode. Accordingly, however, each party hereto acknowledges and agrees that immediately prior to such termination, only the Guarantor shall automatically assume, without any action by Guarantors the Holders assets of which are not all or substantially all comprised of stock or securities in one or more Foreign Subsidiary have guaranteed the Trustee or any further action on behalf Obligations of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities Borrower and the performance of every obligation guarantees provided in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company Article IX shall be released from its liabilities hereunder construed and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect limited to a Series of Securities and under the Securities of such Series if, after giving give effect to such assumption, no Event of Default or event which with intention. To the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, extent that any Guarantor that has guaranteed the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations Obligations of the Company and Borrower holds stock or securities in one or more Foreign Subsidiaries, such Guarantor’s guarantee of the Company Borrower’s Obligations hereunder shall be released from its liabilities hereunder (and under such Securities as obligor on hereby is) limited at all times to an amount equal to the Securities of such Series. (e) The Guarantor shall assume all sum of the rights fair market value of its domestic assets plus 100% of its non-voting Equity Interests and obligations 65% of the Company hereunder with respect to a Series of Securities and under the Securities of its voting Equity Interests in such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesForeign Subsidiary.

The Guarantee. (a) The Guarantor Terra Guarantors hereby unconditionally guarantees jointly and severally guarantee to each Holder of a Security authenticated Lender, each Issuing Bank and delivered the Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of and interest on the Terra Advances made by the Lenders to, and the Notes held by each Lender of, the Company and all other amounts from time to time owing to the Lenders, each Issuing Bank or the Agent by the Company under this Agreement and under the Notes and by any premium Terra Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Terra Guaranteed Obligations"). The Terra Guarantors hereby further jointly and interest onseverally agree that if the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Terra Guaranteed Obligations, the Terra Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureTerra Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with TNLP Guarantors hereby jointly and severally guarantee to each Lender, each Issuing Bank and the Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the TNLP Advances made by the Lenders to, and the Notes held by each Lender of, TNLP and all other senior unsecured debt obligations amounts from time to time owing to the Lenders, each Issuing Bank or the Agent by TNLP under this Agreement and under the Notes and by any TNLP Obligor under any of the Guarantor other Loan Documents, in each case strictly in accordance with the terms thereof (other than such obligations being herein collectively called the "TNLP Guaranteed Obligations"). The TNLP Guarantors hereby further jointly and severally agree that if TNLP shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationTNLP Guaranteed Obligations, the Guarantor shall automatically assumeTNLP Guarantors will promptly pay the same, without any action by demand or notice whatsoever, and that in the Holders case of any extension of time of payment or the Trustee or renewal of any further action on behalf of the GuarantorTNLP Guaranteed Obligations, the same will be promptly paid in full when due and punctual payment of the principal of(whether at extended maturity, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation by acceleration or otherwise) in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed accordance with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities terms of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default extension or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuingrenewal. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.Credit Agreement ----------------

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee Bank the due and punctual payment of the principal of, any premium of and interest on, and any Additional Amounts with respect to such Security and on the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security Loans and any other amounts due payment obligations of the Borrower under this Indenture, Agreement or the Note (the "Guaranteed Obligations") when and as the same shall become due and payable, whether at Maturitymaturity, by acceleration, redemption, repayment upon declaration or otherwise, in accordance with according to the terms thereof. Upon the occurrence of such Security and an Event of Default under this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amountAgreement, the Guarantor hereby agrees to cause shall on behalf of the Borrower upon demand by the Bank punctually make any payment due and payable by the Borrower under this Agreement or the Note, whether at maturity, upon declaration or otherwise; and any such payment to shall be made punctually when treated for the purposes of this Agreement and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and Note as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionBorrower. (b) The Guarantor’s Guarantor hereby agrees that its obligations hereunder under this Section 3 shall rank pari passu with all other senior unsecured debt obligations of be irrevocable and unconditional and that the Guarantor shall not have the right to assert any defenses based upon the validity, regularity or enforceability of this Agreement or the Note, the absence of any attempt to collect from the Borrower or other action to enforce the same, the waiver or consent by the Bank with respect to any provisions thereof or hereof (other than with respect to this Section 3), or any obligations preferred by statute other circumstance which might otherwise constitute a legal or by operation equitable discharge or defense of law)the Guarantor. (c) The Guarantor’s obligation With respect to its obligations under this Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination3, the Guarantor shall automatically assumewaives filing of claims with a court, without any action by trustee or receiver in the Holders event of receivership or the Trustee or any further action on behalf bankruptcy of the GuarantorBorrower, the due and punctual payment diligence, presentment, demand of the principal ofpayment, any premium and interest on and any Additional Amounts protest or notice with respect to Guaranteed Obligations and all demands whatsoever (other than that provided for in subsection (a) above), and covenants that this Guarantee is a continuing guarantee and will not be discharged except by complete performance of the Securities Guaranteed Obligations of the Borrower and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and Guarantor under such Securities as obligor on the Securities of such Seriesthis Guarantee. (d) The To the extent of any payment by the Guarantor may, without to the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and Bank under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumptionthis Section 3, the Guarantor shall execute a supplemental indenture evidencing its assumption of succeed to all such corresponding claims that the Bank may have and otherwise be subrogated to the rights and obligations of the Company Bank against the Borrower or any other person or security in connection with the Loans to the Borrower, and the Company Bank shall be released from its liabilities hereunder and use reasonable efforts to cooperate with the Guarantor in seeking recovery under such Securities as obligor on the Securities of such Seriesclaims. (e) The Guarantor Guarantor's obligations under this Section 3 constitute a guarantee of payment and not of collection merely and shall assume all remain in full force and effect until the Guaranteed Obligations shall have been paid in full in accordance with the terms of this Agreement and the Note. If at any time any payment of any of the rights and obligations Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company Borrower or otherwise, the Guarantor's obligations hereunder with respect to a Series such payment shall be reinstated at such time as though such payment had not been made. (f) If demand for, or acceleration of Securities and under the Securities of such Series iftime for, upon a default payment by the Company in Borrower to the due and punctual payment Bank of any Guaranteed Obligations is stayed upon the insolvency, bankruptcy, reorganization or proposed compromise or arrangement with creditors of the principal ofBorrower, any premium and interest on and any Additional Amounts with respect to all such Securities, Guaranteed Obligations of which payment or performance is stayed that would otherwise be subject to demand for payment or acceleration shall nonetheless be payable by the Guarantor is prevented under this Section 3 immediately on demand by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesBank.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans made by the Trustee Lenders to, and the due and punctual payment Note(s) held by each Lender of, each of the principal Parent and the Company and all other amounts from time to time owing to the Lenders or the Administrative Agent by each of the Parent and the Company under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of each of the Parent and the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any premium Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and interest onexpenses of the Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and any Additional Amounts (b) being herein collectively called the “Guaranteed Obligations”) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligation of such Security Subsidiary Guarantor). The Subsidiary Guarantors hereby further jointly and severally agree that if the Parent or the Company shall fail to pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to Guaranteed Obligations, the terms Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of such Security and any other amounts due under this Indentureextension of time of payment or renewal of any of the Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. Each Guarantor hereby jointly and ------------- severally guarantees to Lender (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of, any premium and interest onpayable on the Loan, (b) the payment of all other Obligations (including, without limitation, indemnities, fees and interest thereon and all Obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code would become due, and all interest accruing on the Obligations after the filing of a petition by or against the Borrower or any Additional Amounts with respect to such Security and of its subsidiaries under the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwiseBankruptcy Code, in accordance with and at the terms of rate (including the Default Rate) specified in this Agreement whether or not the claim for such Security and of this Indenture. In case interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code) of the failure Borrower now existing or hereafter incurred under, arising out of, or in connection with any of the Company punctually to pay Loan Documents, (c) the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in any of the Loan Documents, (d) the payment of all sums advanced by Lender under or pursuant hereto, with interest thereon from the due date thereof, until paid, at the applicable rate specified in Section 2.6 and (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the foregoing (all such principal, premium, interest, Additional Amountsobligations, sinking fund payment or other amountindebtedness, performance, compliance and payments, collectively, the "Guaranteed Obligations"). Each Guarantor hereby jointly and ---------------------- severally further agrees that if the Borrower shall fail to cause pay in full when due (after giving effect to any such payment to be made punctually when and as the same shall become due and payable, cure periods) (whether at Maturitystated maturity, upon acceleration, redemption, repayment by acceleration or otherwise) any of the Guaranteed Obligations, and as if such payment were made by Guarantor will promptly pay the Companysame, without any demand or notice whatsoever. The aforesaid Guarantee Each Guarantor's guarantee provided herein is one a guarantee of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Guarantors hereby unconditionally guarantees jointly and severally guarantee, as a primary obligor and not as a surety to each Holder of a Security authenticated Secured Party and delivered their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, by acceleration or otherwise) of the principal of, any and premium and interest on(including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, Borrower, and all other Obligations from time to time owing to the Secured Parties by any Additional Amounts Loan Party under any Loan Document, in each case strictly in accordance with respect the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if Borrower or other Guarantor(s) shall fail to such Security and the pay in full when due and punctual payment (whether at stated maturity, by acceleration or otherwise) any of the sinking fund payments (if any) provided for pursuant to Guaranteed Obligations, the terms of such Security and any other amounts due under this Indenture, when and as Guarantors will promptly pay the same shall become in cash as if they were the principal obligor, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security extension or renewal. Each Guarantor agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Secured Parties immediately on demand against any cost, loss or liability it incurs as a result of a Loan Party not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Loan Document on the date when it would have been due. The amount payable by a Guarantor under this Indenture. In case of indemnity will not exceed the failure of the Company punctually amount it would have had to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, under this Article VII if the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities amount claimed had been recoverable on the part basis of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesguarantee. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees Guarantors hereby, jointly and severally, guarantee to each Holder of a Security authenticated Secured Party as hereinafter provided, as primary obligor and delivered by not merely as surety, the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the Secured Obligations in full in cash when due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturitystated maturity, as a mandatory prepayment, by acceleration, redemption, repayment as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further jointly and severally agrees that if any of the Secured Obligations are not paid in full in cash when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), each Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Secured Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Each Guarantor, and by its acceptance of this Guaranty, the Agents and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance under applicable law after giving full effect to such Guarantor’s obligations hereunder shall rank pari passu with all contribution rights but before taking into account any liabilities of such Guarantor under any other senior unsecured debt obligations guarantee of the such Guarantor (other than any other guarantee of any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be that are secured on a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed pari passu basis with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesObligations. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. For valuable consideration, the receipt of which is hereby acknowledged, and to induce the Lenders to make extensions of credit to the Borrower hereunder and the Lenders and the Administrative Agent to enter into this Agreement, the Guarantors hereby jointly and severally, absolutely, and unconditionally guarantee to each of the Secured Parties and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all fees, indemnification payments, Secured Obligations and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Secured Parties under the Loan Documents and by any Guarantor under any of the Loan Documents, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any Bankruptcy Event with respect to the Borrower or any Guarantor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”), provided, that if any Law (including a Law (a) The limiting or restricting the giving of financial assistance by way of guarantee to the Borrower or any Guarantor, (b) relating to fraudulent conveyance or fraudulent transfer or (c) enforcing currency controls in any jurisdiction limits the amount of financial assistance that any Guarantor hereby unconditionally guarantees is permitted to each Holder of a Security authenticated and delivered by the Trustee the due and punctual payment provide in favor of the principal ofBorrower to another Guarantor, any premium and interest on, and any Additional Amounts with such Guarantor’s liability under the guarantee provided pursuant to this Article IX in respect to such Security and the due and punctual payment of the sinking fund payments relevant Guaranteed Obligations shall be limited to the maximum amount permitted under such Law; provided, further, that, for the avoidance of doubt, such maximum amount shall in no event exceed the amount as will (if anyi) render the relevant Guarantor insolvent at the time of issuance of the guarantee provided for pursuant to this Article IX or (ii) result in the terms relevant Guarantor’s liability under the guarantee provided pursuant to this Article IX in respect of the relevant Guaranteed Obligations constituting a fraudulent transfer or conveyance; provided, further, that the application of such Security and limitation in any other specific case (in respect of the Guaranteed Obligations) shall not restrict or limit the ability of any Secured Party to claim in full all amounts due under the guarantee provided pursuant to this IndentureArticle IX in respect of the Guaranteed Obligations where there is no Law which limits the amount of financial assistance that any Guarantor is permitted to provide in favor of the Borrower, or where there is an applicable exception to any limitation on the amount of financial assistance which any Guarantor is permitted to provide in favor of a Borrower. The Guarantors hereby further jointly and severally agree that, if the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same, without any demand or notice whatsoever, and as that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Terra Guarantors hereby unconditionally guarantees jointly and severally guarantee to each Holder of a Security authenticated Lender, each Issuing Bank and delivered the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of and interest on the Terra Advances made by the Lenders to, and the Notes held by each Lender of, the Company and all other amounts from time to time owing to the Lenders, each Issuing Bank or the Administrative Agent by the Company under this Agreement and under the Notes and by any premium Terra Obligor under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Terra Guaranteed Obligations"). The Terra Guarantors hereby further jointly and interest onseverally agree that if the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Terra Guaranteed Obligations, the Terra Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Additional Amounts with respect to such Security and the due and punctual extension of time of payment or renewal of any of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this IndentureTerra Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of TNLP Guarantors hereby jointly and severally guarantee to each Lender, each Issuing Bank and the Guarantor Administrative Agent and their respective successors and assigns the prompt payment in full when due (other than any obligations preferred whether at stated maturity, by statute acceleration or by operation of law). (cotherwise) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium of and interest on and any Additional Amounts with respect to all the Securities and TNLP Advances made by the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the CompanyLenders to, and the Company shall be released Notes held by each Lender of, TNLP and all other amounts from its liabilities hereunder and time to time owing to the Lenders, each Issuing Bank or the Administrative Agent by TNLP under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities this Agreement and under the Securities Notes and by any TNLP Obligor under any of such Series ifthe other Loan Documents, after giving effect to such assumption, no Event of Default or event which in each case strictly in accordance with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon terms thereof (such an assumption, obligations being herein collectively called the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series."TNLP

The Guarantee. The Parent hereby guarantees to each Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of (a) The Guarantor hereby unconditionally guarantees to each Holder the principal of a Security authenticated and delivered interest on the Loans (including the C$ Loans) made by the Trustee Lenders to, and the due Note(s) and punctual payment of the principal C$ Note(s) held by each Lender of, any premium of the Borrowers and all other amounts from time to time owing to the Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest onaccruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Additional Amounts Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with respect to such Security any Loan Document or any other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the due and punctual payment expenses of the sinking fund payments Administrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (if anyb) provided for pursuant all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of such Security the Parent). The Parent hereby further agrees that if any Borrower (or any Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Parent will promptly pay the same, without any demand or notice whatsoever, and that in the case of any other amounts due under this Indentureextension of time of payment or renewal of any of the Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Guarantor hereby unconditionally and irrevocably, and jointly and severally, guarantees to each Holder of a Security authenticated the Lenders, the Issuing Bank and delivered by the Trustee the due and punctual payment of the principal of, any premium and interest onAgent, and any Additional transferee, in whole or in part, of the Obligations or this Guaranty (collectively, the "Guaranteed Parties" and each, individually, a "Guaranteed Party"), the full and prompt payment and performance of all the Obligations and all costs, charges and expenses (including reasonable attorneys' fees) incurred or sustained by such Guaranteed Party in enforcing the obligations of the Guarantors hereunder. If any portion of the Obligations is not paid when due, whether at stated maturity, by acceleration or otherwise, each Guarantor unconditionally and irrevocably, and jointly and severally, hereby agrees to and will pay same when due, without resort by the Guaranteed Parties to any other person or party. The obligation of each Guarantor to the Guaranteed Parties hereunder is primary, absolute, unconditional, joint and several, except as may be specifically set forth herein. Each Guarantor hereby acknowledges that this Guaranty is a guaranty of payment and not of collection and that the liability of each Guarantor under this Guaranty shall be immediate and primary and shall not be contingent upon the exercise or enforcement by the Guaranteed Parties, or any of them, of any remedies the Guaranteed Parties may have against the Borrower or any other person or the enforcement of any lien or realization of any collateral any Guaranteed Party may at any time possess for any of the Obligations. The Guarantors' obligations hereunder are secured by various Security Instruments referred to in the Credit Agreement, including without limitation the Second Amended and Restated Guarantor Stock Pledge and Security Agreement, the Intercompany Note Pledge Agreement, the Guarantor Security Agreement, and all other agreements (including control agreements), instruments and other documents, whether now existing or hereafter in effect, pursuant to which any Guarantor shall grant or convey to the Collateral Agent for the benefit of the Agent, the Lenders, the Issuing Bank and the holders of the Senior Notes a Lien in, or pursuant to which any other Person shall acknowledge any such Lien in, property as security for all or any portion of the Obligations or any other obligation under any Loan Document, as any of them may be amended, modified or supplemented from time to time. (b) It is the intention of the Guarantors and the Guaranteed Parties that each Guarantor's obligations hereunder shall be in, but not in excess of, the maximum amount (the "Maximum Guaranty Liability") permitted by applicable federal bankruptcy, state insolvency, fraudulent conveyance or transfer or similar laws ("Applicable Law"). To that end, but only to the extent such obligations would otherwise be subject to avoidance under Applicable Law if any Guarantor is not deemed to have received valuable consideration, fair value or reasonably equivalent value for its obligations hereunder, such Guarantor's obligations hereunder shall be reduced to that amount which, after giving effect thereto, would not render such Guarantor insolvent, or leave such Guarantor with an unreasonably small capital to conduct its business, or cause such Guarantor to have incurred debts (or intended to have incurred debts) beyond its ability to pay such debts as they mature, at the time such obligations are deemed to have been incurred under Applicable Law. As used herein, the terms "insolvent" and "unreasonably small capital" shall likewise be determined in accordance with Applicable Law. This section is intended solely to preserve the rights of the Guaranteed Parties hereunder to the maximum extent permitted by Applicable Law, and none of the Guarantors nor any other Persons shall have any right or claim under this section that would not otherwise be available under Applicable Law. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Guaranty Liability of such Guarantor without impairing this Guaranty or affecting the rights and remedies of the Guaranteed Parties hereunder. (c) If and to the extent that any Guarantor shall, under this Guaranty make a payment (a "Guarantor Payment") of all or any portion of the Obligations, then such Guarantor shall be entitled to contribution and indemnification from, and shall be reimbursed by, each of the other Guarantors (collectively the "Contributing Guarantors") in an amount, for each such Contributing Guarantor, equal to a fraction of such Guarantor Payment, the numerator of which fraction is such Contributing Guarantor's Allocable Amount of such Guarantor Payment and the denominator of which is the sum of all of the Allocable Amounts of such Guarantor Payment of all of the Contributing Guarantors. As of any date of determination thereof and with respect to any Guarantor Payment, the "Allocable Amount" of each Contributing Guarantor shall be equal to the maximum amount of liability which could be asserted against such Contributing Guarantor under this Guaranty with respect to such Security Guarantor Payment without (i) rendering such Contributing Guarantor insolvent, (ii) leaving such Contributing Guarantor with unreasonably small capital to conduct its business, or (iii) causing such Contributing Guarantor to have incurred debts beyond its ability to pay such debts as they mature. As used in this Section 1.01(c), the terms "insolvent" and "unreasonably small capital" shall be determined in accordance with Applicable Laws. This Section 1.01(c) is intended only to define the due relative rights and punctual payment obligations of the sinking fund payments (if anyGuarantors with respect to any and all Guarantor Payments, and nothing set forth in this Section 1.01(c) provided for pursuant is intended to or shall otherwise modify, affect or impair the terms obligations of such Security the Guarantors, jointly and severally, to pay any other amounts due under this Indenture, or all of the Obligations as and when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, payable in accordance with the terms of such Security and of this IndentureGuaranty. In case Each of the failure Guarantors hereby acknowledges that the rights of contribution and indemnification hereunder shall constitute assets in favor of each Guarantor to which such contribution and indemnification is owing hereunder. The agreements contained in this Section 1.01(c) shall continue in full force and effect and may not be terminated or otherwise revoked by any Guarantor until all of the Company punctually to pay any such principalObligations have been indefeasibly paid in full, premiumall Commitments have terminated or expired, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one all Letters of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had Credit have been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Companyreturned for cancellation, and the Company Credit Agreement and the other Loan Documents shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which have been terminated in accordance with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesterms thereof. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security the Notes authenticated and delivered by the Trustee and to the due Trustee and punctual payment its successors and assigns, irrespective of the validity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal ofof and premium, any premium and interest onif any, and any Additional Amounts with respect to such Security and interest, on the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, Notes shall be promptly paid in full when and as the same shall become due and payabledue, whether at Maturitymaturity, by acceleration, redemption, repayment redemption or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, on the Notes if any, if lawful, and all other obligations of the Company to the Holders of the Notes or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any of the Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payablerenewal, whether at Maturitystated maturity, upon acceleration, redemption, repayment by acceleration or otherwise, and as if such . Failing payment were made by the Company. The aforesaid Guarantee is one when due of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute amount so guaranteed or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationany performance so guaranteed for whatever reason, the Guarantor shall automatically assumebe obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, without irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or waiver or consent by any Holder with respect to any provisions hereof or thereof, the Holders recovery of any judgment against the Company, any action to enforce the same, any other circumstance which might otherwise constitute a legal or the Trustee equitable discharge or defense of a guarantor, or any further action on behalf change in the ownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed event f insolvency or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Company Guarantor's guarantee under this Section shall not be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent discharged except by complete performance of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company contained in the due Notes, this Supplemental Indenture and punctual payment of the principal of, Indenture. If any premium and interest on and Holder or the Trustee is required by any Additional Amounts with respect court or otherwise to all such Securitiesreturn to the Company, the Guarantor is prevented or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor any amount paid by any court order thereof to the Trustee or judicial proceeding from fulfilling its obligations such Holder, the Guarantor's guarantee under Section 13.1(a) with respect this Section, to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and extent theretofore discharged, shall be effected without the consent reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders of the Securities Notes in respect of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption obligations guaranteed hereby until payment in full in cash of all such rights and obligations of with respect to the CompanyNotes guaranteed hereby. The Guarantor further agrees that, as between itself as guarantor, on the one hand, and the Company shall be released from its liabilities hereunder Holders of the Notes and under such Securities as obligor the Trustee, on the Securities other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of the Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations with respect to the Notes guaranteed hereby and (y) in the event of any declaration of acceleration of such Seriesobligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of its guarantee hereunder. The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section.

The Guarantee. (a) The Guarantor Subsidiary Guarantors hereby unconditionally guarantees jointly and severally, as a primary obligor and not merely as a surety, guarantee to each Holder Lender, each other holder of a Security authenticated Guaranteed Obligation (as hereinafter defined) and delivered the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of, any premium of and interest onon the Loans made by the Lenders to the Borrowers and all fees, indemnification payments and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by a Borrower under this Agreement and by any Additional Amounts Obligor (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligations of such Security and the due and punctual payment Subsidiary Guarantor) under any of the sinking fund payments (if any) provided for pursuant other Loan Documents, in each case strictly in accordance with the terms thereof and including all interest, fees and expenses accrued or incurred subsequent to the terms commencement of any bankruptcy or insolvency proceedings with respect to a Borrower, whether or not such Security interest, fees or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if a Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any other amounts due under this Indentureof the Guaranteed Obligations, when the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and as that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. Each Guarantor hereby jointly and severally guarantees to Lender (a) The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of, any premium and interest onpayable on the Loan, (b) the payment of all other Obligations (including, without limitation, indemnities, fees and interest thereon and all Obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code would become due, and all interest accruing on the Obligations after the filing of a petition by or against the Borrower or any Additional Amounts with respect to such Security and of its Subsidiaries under the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwiseBankruptcy Code, in accordance with and at the terms of rate (including the Default Rate) specified in this Agreement whether or not the claim for such Security and of this Indenture. In case interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code) of the failure Borrower now existing or hereafter incurred under, arising out of, or in connection with any of the Company punctually to pay Loan Documents, (c) the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in any of the Loan Documents, (d) the payment of all sums advanced by Lender under or pursuant hereto, with interest thereon from the due date thereof, until paid, at the applicable rate specified in Section 2.6 and (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the foregoing (all such principal, premium, interest, Additional Amountsobligations, sinking fund payment or other amountindebtedness, performance, compliance and payments, collectively, the "Guaranteed Obligations"). Each Guarantor hereby jointly and severally further agrees that if the Borrower shall fail to cause pay in full when due (after giving effect to any such payment to be made punctually when and as the same shall become due and payable, cure periods) (whether at Maturitystated maturity, upon acceleration, redemption, repayment by acceleration or otherwise) any of the Guaranteed Obligations, and as if such payment were made by Guarantor will promptly pay the Companysame, without any demand or notice whatsoever. The aforesaid Guarantee Each Guarantor's guarantee provided herein is one a guarantee of payment and not of collection. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of the Guarantor (other than any obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Guarantor Company hereby unconditionally guarantees to each Holder of a Security authenticated Lender and delivered the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment acceleration or otherwise) of the principal of, any premium of and interest onon the Loans made by the Lenders to each Subsidiary Borrower, all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Subsidiary Borrower, and all other amounts from time to time owing by each Subsidiary Borrower to the Lenders or the Administrative Agent under any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant other Loan Documents or to any Lender or any Affiliate thereof under Hedging Agreements, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "Company Guaranteed Obligations"). The Company hereby further agrees that if any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations owing by such Security Subsidiary, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any other amounts due under this Indentureextension of time of payment or renewal of any of the Company Guaranteed Obligations, when and as the same shall become will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise, ) in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment extension or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionrenewal. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Guarantor principal of and interest on the Loans made by the Lenders to each Borrower (other than such Subsidiary Guarantor), all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each such Borrower and all other amounts from time to time owing to the Lenders or the Administrative Agent by each such Borrower under this Agreement and under any of the other Loan Documents, in each case strictly in accordance with the terms thereof (such obligations preferred by statute or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when being herein collectively called the "Subsidiary Borrower Guaranteed Obligations" and, together with the Company ceases Guaranteed Obligations, the "Guaranteed Obligations"). The Subsidiary Guarantors hereby further jointly and severally agree that if any Borrower shall fail to be a Subsidiary pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guarantor; provided, however, that immediately prior to such terminationSubsidiary Borrower Guaranteed Obligations, the Guarantor shall automatically assumeSubsidiary Guarantors will promptly pay the same, without any action by demand or notice whatsoever, and that in the Holders case of any extension of time of payment or the Trustee or renewal of any further action on behalf of the GuarantorSubsidiary Borrower Guaranteed Obligations, the same will be promptly paid in full when due and punctual payment of the principal of(whether at extended maturity, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation by acceleration or otherwise) in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed accordance with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities terms of such Seriesextension or renewal. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a1) The Guarantor Thomson hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated the Non-Canadian Administrative Agent, the Canadian Administrative Agent and delivered by the Trustee Lenders, the due and punctual payment unconditional payment, performance and discharge by each Non-Canadian Borrower of all the obligations, direct or indirect, absolute or contingent, expressed to be binding upon it under the Credit Agreement (hereinafter referred to as the “Guaranteed Obligations”) and, without limitation, Thomson shall, if and whenever at any time and from time to time a Non-Canadian Borrower shall fail to pay, perform or discharge the Guaranteed Obligations, forthwith upon written demand by the Non-Canadian Administrative Agent, pay, perform and discharge such Guaranteed Obligations as if Thomson instead of the principal of, Non-Canadian Borrower were expressed to be the Obligor under the Credit Agreement. (2) Notwithstanding any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided other provisions of this Guarantee, the amount for which Thomson may become liable hereunder in respect of any failure by any Non-Canadian Borrower to pay, perform or discharge any of the Guaranteed Obligations shall not in any event exceed the amount for which the Non-Canadian Borrower would be liable under the Credit Agreement except for any additional amounts payable by Thomson pursuant to Sections 2(4) and 9 hereof. Except in the terms case of such Security the bankruptcy of Thomson, performance by Thomson of any obligation of the Non-Canadian Borrower under and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms provisions of the Credit Agreement shall be deemed to be performance by the Non-Canadian Borrower of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionobligation. (b3) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations Without prejudice to the rights of the Guarantor (Non-Canadian Administrative Agent, the Canadian Administrative Agent or the Lenders against any Non-Canadian Borrower as principal debtor, Thomson shall, as between the Non-Canadian Administrative Agent, the Canadian Administrative Agent, the Lenders and itself, be liable as if it were principal debtor in respect of the Guaranteed Obligations of such Non-Canadian Borrower and not merely as surety and, accordingly, Thomson shall be fully liable irrespective of the validity, regularity or enforceability against such Non-Canadian Borrower of the Guaranteed Obligations and irrespective of the bankruptcy, insolvency, winding up, liquidation or reorganisation of such Non-Canadian Borrower or of the taking of any action for any of the foregoing or such Non-Canadian Borrower losing its separate corporate identity or any other than any obligations preferred by statute fact or by operation circumstances which would or might otherwise constitute a legal or equitable discharge of law)or defense to a guarantor or surety. (c4) The Guarantor’s obligation under Section 13.1(aThomson shall indemnify and save the Non-Canadian Administrative Agent, the Canadian Administrative Agent and each Lender harmless from and against all claims, demands, losses and damages whatsoever, and reasonable costs and expenses, which the Non-Canadian Administrative Agent, the Canadian Administrative Agent or any Lender may suffer or incur or which may be made against them arising out of or in connection with (i) shall terminate if and when the Company ceases any failure of a Non-Canadian Borrower duly to be a Subsidiary pay, perform or discharge any of the Guarantor; provided, however, that immediately prior Guaranteed Obligations or (ii) as a result of the obligation of a Non-Canadian Borrower under or pursuant to such termination, the Guarantor shall automatically assume, without any action by the Holders Credit Agreement or the Trustee other Loan Documents being or becoming void, voidable, unenforceable or ineffective against the relevant Non-Canadian Borrower for any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Seriesreason whatsoever. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each Guarantor and the Borrower hereby unconditionally guarantees jointly and severally guarantees, as a primary obligor and not as a surety, to each Holder of a Security authenticated Secured Party and delivered its successors and assigns, the prompt payment in full when due (whether at stated maturity, by the Trustee the due and punctual payment required prepayment, declaration, demand, or acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) the Loans made by the Lenders to, and the Notes held by each Lender of, any premium and interest onthe Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Additional Amounts Credit Party or any of its Restricted Subsidiaries under any Loan Document or any Secured Cash Management Agreement or Secured Hedging Agreement entered into with respect to a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such Security obligations being herein collectively called the “Guaranteed Obligations”). Each Guarantor and the due Borrower hereby jointly and punctual payment severally agree that if, in the case of such Guarantor, the Borrower or any other Guarantor, and in the case of the sinking fund payments Borrower, any Guarantor, shall fail to pay in full when due (if anywhether at stated maturity, by acceleration or otherwise) provided for pursuant to any of the terms of such Security Guaranteed Obligations, the Guarantors and any other amounts due the Borrower in its capacity as a Guarantor under this IndentureArticle VII will, when promptly following the occurrence and as during the continuance of a Declared Default, pay the same shall become in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due and payable, (whether at Maturityextended maturity, by acceleration, redemption, repayment acceleration or otherwise), following the occurrence and during the continuance of a Declared Default, in accordance with the terms of such Security extension or renewal. Notwithstanding any provision hereof or in any other Loan Document to the contrary, no Obligation in respect of any Secured Hedging Agreement shall be payable by or from the assets of any Credit Party if such Credit Party, is not, at the later of (i) the time such Secured Hedging Agreement is entered into and of this Indenture. In case (ii) the date such person becomes a Credit Party, an “eligible contract participant” as such term is defined in Section 1(a)(18) of the failure of the Company punctually to pay any such principalCommodity Exchange Act, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwiseamended, and as if no Credit Party shall be deemed to have entered into or guaranteed any Hedging Agreement at any time that such payment were Credit Party is not an eligible contract participant. The guarantee made by the Company. The aforesaid Guarantee is one of payment and not of collection. (b) The Guarantor’s obligations Borrower hereunder shall rank pari passu with all other senior unsecured debt obligations of relates solely to the Guarantor (Secured Obligations from time to time owing to the Secured Parties by any Credit Party other than the Borrower under any Secured Cash Management Agreement or Secured Hedging Agreement. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations preferred by statute or by operation under this Guarantee in respect of law). Swap Obligations (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such termination, the each Qualified ECP Guarantor shall automatically assume, without any action by only be liable under this Section 7.01 for the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities maximum amount of such Series. (d) The Guarantor may, liability that can be hereby incurred without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling rendering its obligations under this Section 13.1(a) with respect 7.01, or otherwise under this Guarantee, voidable under applicable law relating to such Series of Securitiesfraudulent conveyance or fraudulent transfer, and not for any greater amount). Such assumption shall result in the Securities of such Series becoming the direct The obligations of each Qualified ECP Guarantor under this Section 7.01 shall remain in full force and effect until the termination of this Guarantee in accordance with Section 7.09 hereof. Each Qualified ECP Guarantor intends that this Section 7.01 constitute, and this Section 7.01 shall be effected without deemed to constitute, a “keepwell, support, or other agreement” for the consent benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesCommodity Exchange Act.

The Guarantee. Unless a Holdings Change of Control Transaction shall have occurred: (a) The Guarantor Holdings hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of each Holder of a Security authenticated Secured Party and delivered their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Trustee Borrower when due (whether at the due and punctual payment stated maturity, by acceleration or otherwise) of the principal of, any premium and interest on, and any Additional Amounts with respect to Borrower Obligations (such Security and obligations being herein collectively called the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due “Guaranteed Obligations”). Holdings hereby further agrees that its guarantee under this Indenture, when and as the same shall become due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one Section constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any Secured Party to any of the security held for payment of the Borrower Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any Secured Party in favor of the Borrower or any other person. (b) The Guarantor’s obligations hereunder guarantee contained in this Section shall rank pari passu with remain in full force and effect until all other senior unsecured debt the Borrower Obligations and the obligations of Holdings under the Guarantor (other than guarantee contained in this Section shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrower may be free from any obligations preferred by statute or by operation of law)its Obligations. (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when No payment made by the Company ceases to be a Subsidiary Borrower, any of the Guarantor; providedGuarantors, howeverany other guarantor or any other Person or received or collected by the Administrative Agent or any Secured Party from the Borrower, that immediately prior to such terminationany of the Guarantors, the Guarantor shall automatically assume, without any other guarantor or any other Person by virtue of any action by the Holders or the Trustee proceeding or any further action on behalf set-off or appropriation or application at any time or from time to time in reduction of the Guarantor, the due and punctual or in payment of the principal ofBorrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of Holdings hereunder which shall, notwithstanding any premium and interest on and such payment (other than any Additional Amounts with payment made by Holdings in respect of the Borrower Obligations or any payment received or collected from Holdings in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to all the Securities maximum liability of Holdings hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesCommitments are terminated. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Each of the Parent and each Parent Subsidiary Guarantor hereby hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered by the Trustee the due full and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the when due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security and any other amounts due under this Indenture, when and as the same shall become due and payable, whether at Maturity, scheduled maturity or on any date of a required prepayment or by acceleration, redemption, repayment demand or otherwise, ) of all Obligations of each other Obligor now or hereafter existing under or in accordance with the terms of such Security and of this Indenture. In case respect of the failure of Financing Documents (such Obligations being the Company punctually "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses (including, without limitation, Attorney Costs) incurred by any Agent or any Bank in enforcing Tyco Credit Agreement (364-Day 2003) any rights hereunder or any other Financing Document. Without limiting the generality of the foregoing, each of the Parent and each Parent Subsidiary Guarantor's liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Obligor to any Agent or any Bank under or in respect of the Financing Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. The aforesaid Guarantee is one of payment and not of collectionObligor. (b) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations Each of the Parent and each Parent Subsidiary Guarantor, each Agent and each Bank, hereby confirms that it is the intention of all such Persons that the Guarantee contained in this SECTION 10.01 and the Obligations of each Parent Subsidiary Guarantor (other than hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any obligations preferred by statute similar foreign, federal or by operation state law to the extent applicable to this Guarantee and the Obligations of law)each of the Parent and each Parent Subsidiary Guarantor hereunder. To effectuate the foregoing intention, the Agents, the Banks and the Parent and Parent Subsidiary Guarantors hereby irrevocably agree that the Obligations of each Parent Subsidiary Guarantor under this Guarantee at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. (c) The Guarantor’s obligation under Section 13.1(a) Each of the Parent and each Parent Subsidiary Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall terminate if and when the Company ceases be required to be a Subsidiary made to any Agent or any Bank under this Guarantee or any other guarantee, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Agents and the Banks under or in respect of the Guarantor; provided, however, that immediately prior to such termination, the Guarantor shall automatically assume, without any action by the Holders or the Trustee or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer herein. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such SeriesFinancing Documents. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, after giving effect to such assumption, no Event of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect to such Series of Securities. Such assumption shall result in the Securities of such Series becoming the direct obligations of the Guarantor and shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.

The Guarantee. (a) The Subject to this Section 212, the Guarantor hereby unconditionally and irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Holder of a Security Note authenticated and delivered by the Trustee, and to the Trustee the due for itself and punctual payment on behalf of such Holder, that: (1) the principal ofof (and premium, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided and interest on the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including the amount that would become due but for pursuant the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or of any such Security and any other amounts due under this Indentureobligations, when and as the same shall become be paid in full when due and payable, whether at Maturity, by acceleration, redemption, repayment or otherwise, performed in accordance with the terms of such Security and of this Indenturethe extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amount, the The Guarantor hereby agrees (to cause the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any such payment action to be made punctually when and as enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same shall become due and payable, whether at Maturity, upon acceleration, redemption, repayment or otherwise, and as if any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such payment were made by the CompanyGuarantor. The aforesaid Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is one a guarantee of payment payment, performance and compliance when due and not of collection. . The Guarantor hereby agrees that, in the event of a default in payment of principal (bor premium, if any) The Guarantor’s obligations hereunder shall rank pari passu with all other senior unsecured debt obligations of or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Guarantor (other than any obligations preferred by statute Trustee on behalf of, or by operation of law). (c) The Guarantor’s obligation under Section 13.1(a) shall terminate if and when the Company ceases to be a Subsidiary of the Guarantor; provided, however, that immediately prior to such terminationby, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor shall automatically assume, to enforce the Guarantee without any action by first proceeding against the Holders or the Trustee Issuer or any further action on behalf of the Guarantor, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this Indenture and the Outstanding Securities on the part of the Company to be performed or observed with the same effect as if the Guarantor had been named as an issuer hereinother guarantor. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (d) The Guarantor may, without the consent of the Holders, assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series agrees that if, after giving effect to such assumption, no Event the occurrence and during the continuance of Default or event which with the giving of notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing. Upon the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption pay to the Trustee for the account of all the Holder the amount that would otherwise have been due and payable had such rights and obligations remedies been permitted to be exercised by the Trustee or any of the Company and Holders. If any Holder or the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series. (e) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a Series of Securities and under the Securities of such Series if, upon a default by the Company in the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all such Securities, the Guarantor Trustee is prevented required by any court order or judicial proceeding from fulfilling its obligations under Section 13.1(a) with respect otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Series Guarantor, any amount paid by any of Securities. Such assumption shall result in them to the Securities of Trustee or such Series becoming Holder, the direct obligations of Guarantee, to the Guarantor and extent theretofore discharged, shall be effected without the consent of the Holders of the Securities of any Series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Securities as obligor on the Securities of such Series.reinstated in full force and