Common use of The Guarantee Clause in Contracts

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (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 (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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors (a) Each US Guarantor hereby jointly guarantees, as a primary obligor and severally guarantee not merely as a surety to each Lender US Beneficiary and the Secured Party Representatives and their respective its successors and assigns 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 (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 to, and the Borrower US Notes held by each US Lender of, US Borrower, and all other amounts US Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and US Beneficiaries by any Borrower Group Company US Loan Party under any of the other Loan DocumentsDocument, and all obligations of the Borrower Guaranteed Cash Management Agreement or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Guaranteed Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “US Guaranteed Obligations”). The Subsidiary Guarantors Each US Guarantor hereby further jointly and severally agree agrees that if the US Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the US Guaranteed Obligations, the Subsidiary Guarantors US Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the US Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof. (b) Each Canadian Guarantor hereby guarantees, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a 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 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 continue fail to constitute pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed Obligations, notwithstanding that such Person (Canadian Guarantor will promptly pay the same in cash, without any demand or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loansnotice whatsoever, and other interests hereinthat 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 (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is to be made in respect terms of such extension or renewal. (c) The US 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) 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 Obligations from time to time 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 US Borrower 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 Guaranteed 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 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 Commodity Exchange Act.

The Guarantee. The Subsidiary Guarantors Each Guarantor hereby jointly and severally guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety, to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, expenses, costs or charges that would accrue but for the provisions of the Debtor Relief Laws) after any bankruptcy or insolvency petition under the Debtor Relief Laws on the Loans made by the Lenders to to, and the Borrower Notes, if any, held by each Lender of, the Borrower, and all other amounts Obligations (excluding, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan Documents, and all obligations of the Borrower Document or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Secured Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally ------------- guarantee as a primary obligor and not as a surety to each Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to to, and the Notes held by each Lender of, Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives Administrative Agent by the Borrower under this Agreement and under the Notes and by any Borrower Group Company Obligor under any of the other Loan Credit Documents, and all obligations of the Borrower or any of its Subsidiaries Subsidiary to any Lender (or any affiliate Affiliate of any Lender) Lender in respect of any Derivatives AgreementSwap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (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 (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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors Company hereby jointly agrees that it is liable for, and, as primary obligor and severally guarantee not merely as surety, absolutely and unconditionally guarantees to each Lender and the Secured Credit Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the each Subsidiary Borrower and all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Subsidiary Borrower pursuant to this Agreement, and all other amounts from time to time owing to the Lenders or the Secured Party Representatives Credit Parties by the each Subsidiary Borrower under this Agreement and by any Borrower Group Company or under any of the other Loan Documents, and all obligations any Letter of Credit or any other document made, delivered or given in connection with any of the Borrower foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or any otherwise (including, without limitation, all fees and disbursements of its Subsidiaries counsel to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreementthe Credit Parties, in each case strictly in accordance with the terms thereof thereof) (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors Company hereby further jointly and severally agree agrees that if the any Subsidiary Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or any other insolvency laws (the “Bankruptcy Code”) after any bankruptcy or insolvency petition under the Bankruptcy Code) the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, the Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of Loan Document, Specified Hedging Agreement or Treasury Services Agreement entered into with a counterparty that is a Secured Party, whether or not enforceable as against the other Loan DocumentsBorrower, whether now or hereafter existing, and all obligations whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Borrower Bankruptcy Code, or any applicable provisions of its Subsidiaries to any Lender (comparable state or any affiliate foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of any Lender) in respect of any Derivatives Agreementcollection, in each case case, strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Loan Party(ies) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors Loan Parties will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. (A) The Subsidiary Guarantors hereby jointly Guarantor irrevocably and severally unconditionally guarantees by way of an independent guarantee ("GARANTIE AUF ERSTES ANFORDERN") to the Agent and each Lender Bank the due and punctual payment by the Secured Party Representatives Borrower, under and their respective successors in connection with the terms of this Agreement, and assigns covenants to pay or cause to be paid to the prompt payment person entitled thereto in full when the currency in which the same is for the time being due and payable under this Agreement (whether at stated maturity, by acceleration or otherwiseand which remain for the time being unpaid) of (i) any amount up to USD 45,000,000 or its equivalent borrowed under Tranche A, and (ii) any the principal sum of and principal, interest on the Loans made by the Lenders to the Borrower and all other amounts from monies which are now or may at any time to time owing to the Lenders or the Secured Party Representatives hereafter be due and payable by the Borrower under or pursuant to this Agreement with respect to the said amount. (B) The Guarantor shall effect payment hereunder promptly upon demand of the Agent (or any Bank through the Agent) and confirmation that the amount claimed from the Guarantor is equal to the Guaranteed Amount which the Borrower has not paid when due. (C) The obligations of the Guarantor hereunder (i) shall be separate and independent from the obligations of the Borrower, (ii) shall exist irrespective of the legality, validity, binding effect and enforceability of any obligation of the Borrower under this Agreement, (iii) shall not be affected by any event, condition or circumstance of whatever nature, whether factual or legal, save the full, definite and irrevocable satisfaction of any and all payment obligations expressed to be assumed under this Agreement and by (iv) shall be deemed "Senior Debt" under the indenture governing the Wavetek Bond. (D) The Agent and each Bank may at any time without thereby discharging, impairing or otherwise affecting the obligations of the Guarantor hereunder (i) give or agree to give any time or other indulgence to the Borrower Group Company in respect of its obligations under this Agreement or any of them, (ii) (with the other Loan Documentsconsent of the Guarantor) offer or agree to or enter into any agreement for any variation of this Agreement, and all or (iii) prove or abstain from proving, in respect of the obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives under this Agreement, in each case strictly in accordance with the terms thereof (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 (whether at stated maturitya bankruptcy, by acceleration winding-up, liquidation or otherwise) any reorganization of the Guaranteed ObligationsBorrower. (E) The obligations of the Guarantor hereunder are (and are intended to be) a continuing and independent security to the Agent and each Bank, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in as the case of any extension of time of may be, for the due and punctual payment or renewal of any of by the Guaranteed ObligationsBorrower, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) under and in accordance with the terms of this Agreement, of the Guaranteed Amount and interest thereon and all other monies related thereto which are now or may at any time hereafter be due and payable by the Borrower under or pursuant to this Agreement and accordingly the said obligations (i) shall be in addition to and not in substitution for or derogation from any other encumbrance, guarantee or other security now or at any time hereafter held by or on behalf of the Agent or such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made Bank in respect of the obligations of the Borrower under this Agreement or any of them, (ii) shall not be or be construed to be satisfied by any discharge of or payment of or on account of the obligations of the Borrower under this Agreement or any of them which has not resulted in a final and irrevocable settlement of the respective obligation, and (iii) shall at all times extend to cover the balance of principal, interest and all other monies which are now or may at any time hereafter be due and payable by the Borrower under or pursuant to this Agreement. (F) Neither the Agent nor any Bank shall be obliged before asserting or enforcing the obligations of the Guarantor hereunder (i) to take action or obtain judgement against the Borrower in any court, (ii) to make or file any claim or proof in any bankruptcy, winding-up, liquidation or reorganization of the Borrower or (iii) to enforce or seek to enforce any other encumbrance, guarantee or other security now or at any time hereafter held by or on behalf of the Agent or such Guaranteed ObligationsBank in respect of the obligations of the Borrower under this Agreement or any of them. (G) Where any payment has been made by the Guarantor to the Agent or any Bank hereunder the Guarantor shall not take the benefit of subrogation (if any) of any rights of any such person or any encumbrance, guarantee or other security now or any time hereafter held by or on behalf of such person in respect of the obligations of the Borrower under this Agreement or any of them until and unless all obligations of the Borrower under this Agreement have been discharged in full. (H) The guarantee given under this Agreement may be enforced against the Guarantor by each Bank or by the Agent as agent for the Banks in any proceedings, including enforcement proceedings. (I) The Agent and the Banks confirm that it is the intention of all parties that the guarantee by the Guarantor not constitute a fraudulent transfer or conveyance for purposes of the 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 Banks and the Guarantor hereby irrevocably agree that the obligations of the Guarantor under this Article 17 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor, result in the obligations of the Guarantor under the guarantee not constituting a fraudulent transfer or conveyance.

The Guarantee. (a) The Subsidiary Unlimited Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety, to each Lender and the Secured Party Representatives and their its respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan DocumentsLoan, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Unlimited Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Unlimited Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofthe avoidance of doubt, it is understood that any Guaranteed Obligations upon an Unlimited Guarantor becoming a Limited Guarantor, this Section 7.1(a) shall cease to any Person arising under an agreement entered into at a time apply to such Person Guarantor and its Guarantee shall be instead governed by Section 7.1(b). (or an affiliate thereofa) is party hereto Each Limited Guarantor severally but not jointly guarantees, as a primary obligor and not as a surety, to Lender and its 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 its Pro Rata Share of the Guaranteed Obligations. Each Limited Guarantor severally but not jointly agrees that if Borrower or other Guarantor(s) shall continue fail to constitute pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, notwithstanding that such Person (or Limited Guarantor will promptly pay its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect Pro Rata Share of such Guaranteed Obligations, 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, such Limited Guarantor will promptly pay its Pro Rata Share of such Guaranteed Obligations when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Notwithstanding anything in this Article VII to the contrary, in no event shall (i) RueLaLa be obligated to pay an amount in excess of $143.4 million on account of its Guarantee hereunder or (ii) ShopRunner be obligated to pay an amount in excess of $53.2 million on account of its Guarantee hereunder (each of such amount in clauses (i) and (ii), a “Maximum Amount”).

The Guarantee. The Subsidiary Guarantors Guarantor hereby jointly agrees to unconditionally and severally irrevocably guarantee (the form of such guarantee to be established as provided in Section 2.5), subject to the terms and conditions of the Guarantee, to each Lender Holder of a Security authenticated and delivered by the Secured Party Representatives Trustee (a) the due and their respective successors and assigns the prompt punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and any premium and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders on or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms thereof (of such obligations being herein collectively called Security, when and as the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly same shall become due and severally agree that if the Borrower shall fail to pay in full when due (payable, whether at stated maturityStated Maturity, by acceleration acceleration, redemption, repayment 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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Security and of this Indenture and (b) the full and punctual performance within 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, interest or renewal. For purposes hereofsinking fund payment, it is understood that the Guarantor hereby agrees to cause any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is payment to be made in respect 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. In case of 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 shall entitle the Holders of Securities of such Guaranteed Obligations.series to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Trustee is entitled to enforce the Guarantee in accordance with the provisions of Article V.

The Guarantee. The Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Guarantors hereby Guarantor (it being understood that any entity signing this Agreement whose signature is shown to be effective only upon completion of the transactions described in the Steps Memorandum set forth in Schedule 6.14 shall not be a Subsidiary Guarantor until such completion) and Initial Canadian Borrower (from and after the Assumption, the “Guarantors”) hereby, jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to to, and the Borrower promissory notes held by each Lender of, the Borrowers and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Administrative Agent by any Borrower Group Company Loan Party under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementDocument, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Borrowers or other Guarantor(s) 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 samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or any other insolvency laws (the “Bankruptcy Code”) after any bankruptcy or insolvency petition under the Bankruptcy Code) the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, the Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of Loan Document or Specified Swap Agreement entered into with a counterparty that is a Secured Party, whether or not enforceable as against the other Loan DocumentsBorrower, whether now or hereafter existing, and all obligations whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Borrower Bankruptcy Code, or any applicable provisions of its Subsidiaries to any Lender (comparable state or any affiliate foreign law, whether or not such interest is an allowed claim in such proceeding), fees and costs of any Lender) in respect of any Derivatives Agreementcollection, in each case case, strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Loan Party(ies) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors Loan Parties will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code or any equivalent law in any applicable jurisdiction) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrowers, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan Documents, and all obligations of the Borrower Document or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementHedging Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the any Borrower or other Guarantors 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 samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofIn addition to the guarantee contained herein, it each Guarantor that is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as Foreign Subsidiary of US Borrower may execute a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (Guarantee governed by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect applicable law of such Guaranteed ObligationsGuarantor’s jurisdiction of organization (each such Guarantee, a “Foreign Law Guarantee”) and to the extent that the provisions of this Article 7 shall duplicate or conflict with the provisions of such Foreign Law Guarantee, the terms of such Foreign Law Guarantee shall govern the obligations of such Guarantor.

The Guarantee. The Subsidiary Guarantors Each Guarantor hereby jointly and severally guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, the Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party (other than such Guarantor with respect to its primary obligations) under any of the other Loan DocumentsDocument, and all obligations of the Borrower any Secured Hedge Agreement or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofNotwithstanding any other provision contained in this Agreement or any other Loan Document, it is understood with respect to the Guarantors (in their capacity as such) incorporated, formed or established in Canada or any province or territory thereof (the “Canadian Guarantors”), if a court of competent jurisdiction determines that any Secured Party to whom Guaranteed Obligations to any Person arising are owed by a Canadian Guarantor is not a “secured creditor” (as that term is defined under an agreement entered into at a time such Person the Bankruptcy and Insolvency Act (or an affiliate thereofCanada)) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding by reason of the fact that such Person (Guaranteed Obligations are owed by such Canadian Guarantor on a joint or its affiliate) has ceased joint and several basis, then the obligations of such Canadian Guarantor under this Agreement, to the extent that they are secured, shall be a Lender party hereto (by assigning all of its Commitments, Loansdeemed to have been incurred as, and other interests herein) at the time a claim is always intended to be made in respect of such Guaranteed Obligationsbe, several obligations only and not joint or joint and several obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns 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 (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 to, and the Borrower Notes held by each Lender of, each Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreementforegoing, in each case strictly in accordance with the terms thereof (such 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”) 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 Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Borrower(s) or other Guarantor(s) 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 samesame in cash, without any demand or notice whatsoeverwhatsoever 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 (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofWithout prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it is understood intends that any Guaranteed Obligations this guarantee shall extend from time to time to any Person arising (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under an agreement entered into at a time such Person (any of the Loan Documents for the purposes of or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or its affiliate) has ceased Dividends to be a Lender party hereto (by assigning all made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of its Commitments, Loans, and other interests herein) at the time a claim is to purposes for which any such facility or amount might be made in respect available from time to time; and any fees, costs and/or expenses associated with any of such Guaranteed Obligationsthe foregoing.

The Guarantee. The Subsidiary Guarantors Guarantor hereby jointly and severally guarantee guarantees to each Lender and of the Secured Party Representatives Guaranteed Creditors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) of (a) the principal of and interest on the Loans Advances made by the Lenders to the Borrower Company and all fees, indemnification payments, premium and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders Lenders, the Administrative Agent or the any other Secured Party Representatives Parties by the Borrower Company, the Guarantor or any other Parent Entity under this the Credit Agreement and by any Borrower Group Company or under any of the other Loan Credit Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof and including all such interest, fees, premium and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Company, whether or not such interest, fees, premium or expenses are enforceable or allowed as a claim in such proceeding and (b) any and all losses, claims, damages, liabilities, costs, fees and expenses of any kind incurred by or asserted against the Company arising out of, in connection with or as a result of the Dauphin Funding Merger, or as a result of or in connection with any obligation or liability of Dauphin Funding LLC or arising as a result of any action or omission of Dauphin Funding LLC (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors Guarantor hereby further jointly and severally agree agrees that if the Borrower Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the Subsidiary Guarantors amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Company, the Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby Each Guarantor hereby, jointly and severally severally, absolutely, unconditionally and irrevocably guarantees, as a guarantee to each Lender of payment and not merely as a guarantee of collection, the Secured Party Representatives full and their respective successors and assigns the prompt punctual payment in full when due (whether at stated maturity, by upon acceleration or otherwise) of each Guaranteed Obligation, as hereinafter defined; provided that the principal recourse of the Beneficiary against the Guarantors under this Guarantee at any time will be limited to an aggregate amount equal to the lesser of (a) $2,000,000,000 plus all unpaid interest accrued thereon under the Borrower Facility through and interest on including such time and (b) the Loans made amount of Obligations (as defined in the Borrower Facility) outstanding under the Borrower Facility at such time. Upon failure by the Lenders Obligor to pay punctually any Guaranteed Obligation, the Guarantors shall pay the amount of Guaranteed Obligations not so paid at the FRBNY Account (as defined in the Borrower Facility). The Beneficiary shall notify the Guarantors when payment of any Guaranteed Obligation is due hereunder (and all other amounts the amount so due), unless prevented from time to time owing to the Lenders or the Secured Party Representatives doing so by the Borrower under this Agreement and by applicable law, including any Borrower Group Company under Bankruptcy Law; provided that any failure of the other Loan Documents, and all Beneficiary to so notify the Guarantors shall not affect the obligations of the Borrower Guarantors hereunder. Without limiting the generality of the foregoing, the liability of each Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Beneficiary but for the fact that they are unenforceable or any not allowable due to the existence of its Subsidiaries a bankruptcy, reorganization or similar proceeding involving such Loan Party. In furtherance of the foregoing, the Guarantors hereby agree to any Lender (or any affiliate make payments of any Lender) principal and interest in respect of any Derivatives Agreement, the Term Loans to the FRBNY Account set forth in each case strictly in accordance with the terms thereof (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 (whether at stated maturity, by acceleration or otherwise) any Facility and each payment of principal of the Guaranteed Obligations, Term Loans shall be credited against and reduce on a dollar-for-dollar basis the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any maximum amount of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewalGuarantors’ obligations hereunder. For purposes hereofthe avoidance of doubt, it is understood that any Guaranteed Obligations to and all payments by any Person arising Guarantor under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender this Guarantee shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect free and clear of and without deduction for any Indemnified Taxes or Other Taxes as though such Guaranteed Obligationspayment were made pursuant to Section 2.12 of the Parent Facility and such Guarantor were a Borrower thereunder.

The Guarantee. The Subsidiary Guarantors Each Guarantor hereby jointly and severally guarantee guarantees to each Lender Credit Party, each Eligible Hedging Counterparty and the Secured Party Representatives each Eligible Cash Manager, and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) of the principal Guaranteed Obligations of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)Guarantor. The Subsidiary Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrower any other Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration acceleration, by prepayment or otherwise) any of the such Guarantor’s Guaranteed Obligations, the Subsidiary Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the such Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any a Person arising under an agreement a Hedging Agreement or constituting Cash Management Obligations entered into at a the time such Person (or an affiliate Affiliate thereof) is party hereto as a Lender shall nevertheless continue to constitute Guaranteed ObligationsObligations for purposes hereof, notwithstanding that such Person (or its affiliateAffiliate) has ceased to be a Lender party hereto (by assigning may have assigned all of its Commitments, Loans, Loans and other interests herein) hereunder and, therefore, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its Affiliate) is no longer a Lender party hereto; provided that such Person shall not be entitled to the benefits of this Section 4.01 unless, at the time it ceased to be a Lender, it shall have notified the Administrative Agent of the existence of such Hedging Agreement or Cash Management Obligations, as the case may be.

The Guarantee. The Subsidiary Guarantors that are not Canadian Credit Parties (the “Non-Canadian Guarantors”) hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender Agent and the Secured Party Representatives Lenders and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the Loans provisions of the Title 11 of the United States Code (or under the comparable provisions of any other Debtor Relief Law) after any bankruptcy or insolvency petition is filed under Title 11 of the United States Code whether or not any such interest, fees, costs or charges are allowed in any proceeding thereunder) the Loan made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Obligations from time to time owing to Agent and the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company other Credit Party under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof Document (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Non-Canadian Guarantors hereby further jointly and severally agree that if the Borrower or other Non-Canadian Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.​

The Guarantee. The Subsidiary Guarantors (a) Each US Guarantor hereby jointly guarantees, as a primary obligor and severally guarantee not merely as a surety to each Lender US Beneficiary and the Secured Party Representatives and their respective its successors and assigns 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 (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 to, and the Borrower US Notes held by each US Lender of, US Borrower, and all other amounts US Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and US Beneficiaries by any Borrower Group Company US Loan Party under any of the other Loan DocumentsDocument, and all obligations of the Borrower Guaranteed Cash Management Agreement or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Guaranteed Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “US Guaranteed Obligations”). The Subsidiary Guarantors Each US Guarantor hereby further jointly and severally agree agrees that if the US Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the US Guaranteed Obligations, the Subsidiary Guarantors US Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the US Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof. (b) Each Canadian Guarantor hereby guarantees, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a primary obligor and not merely as a surety to each 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 Canadian Obligations from time to time owing to each 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 continue fail to constitute pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed Obligations, notwithstanding that such Person (Canadian Guarantor will promptly pay the same in cash, without any demand or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loansnotice whatsoever, and other interests hereinthat 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 (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is to be made in respect terms of such extension or renewal. (c) The US 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) 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 Obligations from time to time 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 US Borrower 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 Guaranteed 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 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 Commodity Exchange Act.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee In order to each Lender induce the Administrative Agent and the Secured Party Representatives Lenders to become bound by this Agreement and their respective successors to make the Loans hereunder to the Subsidiary Borrowers, and assigns in consideration thereof, the Parent Borrower hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Lenders, the prompt and complete payment in full and performance by each Subsidiary Borrower when due (whether at stated maturity, by acceleration or otherwise) of the principal Obligations of each Subsidiary Borrower. The guarantee contained in this Section 11.20(a), subject to Section 11.20(e), shall remain in full force and interest on effect until the Loans made by all Obligations of the Lenders to Subsidiary Borrowers are paid in full and the Borrower and all other amounts Commitments are terminated, notwithstanding that from time to time owing prior thereto any Subsidiary Borrower may be free from any Obligations. The Parent Borrower agrees that whenever, at any time, or from time to time, it shall make any payment to the Lenders Administrative Agent or any Lender on account of its liability under this Section 11.20, it will notify the Secured Party Representatives Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Section 11.20 for such purpose. No payment or payments made by any Subsidiary Borrower or any other Person or received or collected by the Administrative Agent or any Lender from any Subsidiary Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations of the Subsidiary Borrowers shall be deemed to modify, reduce, release or otherwise affect the liability of the Parent Borrower under this Agreement Section 11.20 which, notwithstanding any such payment or payments, shall remain liable for the unpaid and by any Borrower Group Company under any outstanding Obligations of the other Loan DocumentsSubsidiary Borrowers until, and all obligations of the Borrower or any of its Subsidiaries subject to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”Section 11.20(e). The Subsidiary 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 Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly such Obligations are paid in full when due (whether at extended maturityand the Commitments are terminated. Notwithstanding any other provision herein, the maximum liability of the Parent Borrower under this Section 11.20 shall in no event exceed the amount which can be guaranteed by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising Parent Borrower under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligationsapplicable law.

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

The Guarantee. (a) The Subsidiary U.S. Guarantors hereby jointly and severally guarantee to each Lender Lender, the Issuing Bank and the Secured Party Representatives Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of U.S. Secured Obligations (including all U.S. Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower that each such guaranty is intended as a “guaranty” as described under this Agreement and by any Borrower Group Company under any Section 1a(18) of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)Commodity Exchange Act. The Subsidiary U.S. Guarantors hereby further jointly and severally agree that if the any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Secured Obligations, the Subsidiary U.S. Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Canadian Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Canadian Secured Obligations (including all Canadian Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18) of the Commodity Exchange Act. For purposes hereofThe Canadian Guarantors hereby further agree that if the Canadian Borrower shall fail to pay in full when due (whether at stated maturity, it is understood by acceleration or otherwise) any of the Canadian Secured Obligations, the Canadian Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Guaranteed Obligations extension of time of payment or renewal of any of the Canadian Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (c) Subject to Sections 13.9 and 13.10 hereof and subject to any Person arising under an local law limitation contained in any joinder agreement entered into as contemplated by Section 9.1.9(e), the German Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at a time stated maturity, by acceleration or otherwise) of the German Secured Obligations (including all German Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such Person (or an affiliate thereof) guaranty is party hereto intended as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.“guaranty” as described under Section 1a(18)

The Guarantee. The Subsidiary Guarantors Each Guarantor hereby jointly and severally guarantee and unconditionally guarantees to each Lender the Holders from time to time of the Notes (a) the full and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and any premium on any Note when and as the same shall become due, whether at the Stated Maturity thereof, by acceleration, redemption or otherwise, and (b) the full and prompt payment of any interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries Additional Amounts with respect to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementNote when and as the same shall become due, subject in each case strictly to any applicable grace period or notice requirement or both (the "Guarantee"). Each Guarantor also hereby unconditionally guarantees to the Trustee the full and prompt payment of all amounts due it from the Company under the Indenture. The Guarantee hereunder constitutes a guarantee of payment and not of collection. The obligations of each of the Guarantors hereunder with respect to a series of Notes shall be absolute and unconditional and shall remain in full force and effect until the entire principal of, premium (if any) and interest on and any Additional Amounts with respect to the Notes of such series shall have been paid or provided for in accordance with the terms thereof (provisions of such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly series 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 ObligationsIndenture, irrespective of the validity, regularity or enforceability of any Note of such series or the Indenture, any change or amendment thereto, the Subsidiary Guarantors will promptly pay absence of any action to enforce the same, without any demand waiver or notice whatsoever, and that in consent by the case Trustee or the Holder of any extension Note of time such series with respect to any provision of such Note or the Indenture, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances that may otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives presentment or demand of payment or renewal notice to such Guarantor with respect to the Notes and the obligations evidenced thereby or hereby. Each Guarantor further waives any right of set-off or counterclaim it may have against any Holder of a Note arising from any other obligations any such Holder may have to the Guaranteed Obligations, Company or any Guarantor. The obligations of each Guarantor to make any payment hereunder may be satisfied by causing the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of Company to make such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligationspayment.

The Guarantee. The Subsidiary Guarantors (a) Guarantor hereby jointly unconditionally guarantees the full and severally guarantee punctual payment of (i) the Obligations (including interest accruing at the then applicable rate provided in the Note after the maturity thereof and interest accruing at the then applicable rate provided in the Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to each Lender the Borrower thereunder whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), when and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (as due, whether at stated maturity, by acceleration acceleration, upon one or more dates set for prepayment or otherwise, (ii) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts payable by the Borrower from time to time owing to the Lenders Lender under the Note or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise (including all fees and all obligations disbursements of counsel to the Lender that are required to be paid by the Borrower pursuant to the terms of the Note or any other Loan Document) and (iii) performance of the Obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with their terms (collectively, the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if Upon failure by the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) punctually any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly Guarantor agrees that it shall forthwith on demand pay the same, without any demand or notice whatsoever, amount not so paid at the place and that in the manner specified in the Note or the relevant other Loan 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. Guarantor's liability under this Guaranty 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) In addition and notwithstanding anything to the contrary contained in this Guaranty or in any extension other document, instrument or agreement between or among the Lender, the Borrower, Guarantor or any third party, the obligations of time of payment Guarantor with respect to the Guaranteed Obligations shall be joint and several with any other Person that now or renewal hereafter executes a guaranty of any of the Guaranteed Obligations separate from this Guaranty. (c) The Lender may bring and prosecute a separate action or actions against Guarantor whether or not the Borrower or any other Person is joined in any such action or a separate action or actions are brought against the Borrower, any other Person or any collateral for all or any part of the Obligations. (d) To the fullest extent not prohibited by applicable laws, Guarantor hereby waives all right of revocation with respect to the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations. (e) Guarantor hereby agrees that, between it and the Lender, the obligations of the Borrower under the 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 declaration (or such obligation being deemed due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable for purposes of this Section 2.

The Guarantee. The Parent and each U.S. Subsidiary Guarantors hereby Guarantor (the "U.S. GUARANTORS") hereby, jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the U.S. Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, U.S. Borrower, and all other amounts U.S. Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company U.S. Loan Party under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, Document in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”"U.S. GUARANTEED OBLIGATIONS"). Parent, the U.S. Borrower and each Canadian Subsidiary Guarantor (the "CANADIAN GUARANTORS") hereby, jointly and severally guarantee, as a primary obligor and not as a surety to each Canadian 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 the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the Notes held by each Lender of, Canadian Borrower, and all other Canadian Obligations from time to time owing to the Canadian Secured Parties 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"). The Subsidiary U.S. Guarantors hereby further jointly and severally agree that if the U.S. Borrower or other U.S. Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the U.S. Guaranteed Obligations, the Subsidiary U.S. Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the U.S. Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofThe Canadian Guarantors hereby jointly and severally agree that if Canadian Borrower or other Canadian Guarantor(s) shall fail to pay in full when due (whether at stated maturity, it is understood that by acceleration or otherwise) any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute of the Canadian Guaranteed Obligations, notwithstanding that such Person (the Canadian Guarantors will promptly pay the same in cash, without any demand or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loansnotice whatsoever, and other interests hereinthat 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 (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is to be made in respect terms of such Guaranteed Obligationsextension or renewal.

The Guarantee. The Subsidiary (a) Subject to this Article VI, each of the Guarantors hereby hereby, jointly and severally guarantee severally, unconditionally guarantees to each Lender and the Secured Party Representatives and their respective its successors and assigns assigns, irrespective of the prompt payment validity and enforceability of this Agreement, the Loans, the Collateral Agreements, the other Loan Documents, or the Loan Obligations of the Borrowers hereunder or thereunder, that: (i) the principal of, interest and premium on the Loans shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Loans, if any, if lawful, and all other Loan Obligations 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 repayment of any Loans or any of such other Loan Obligations, that same shall be promptly 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. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the principal validity, regularity or enforceability of and interest on the Loans made by Loans, this Agreement, the Lenders to the Borrower and all other amounts from time to time owing to the Lenders Collateral Agreements or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, the absence of any action to enforce the same, any waiver or consent by any Secured Party with respect to any provisions hereof or thereof, the recovery of any judgment against the Borrowers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of any Borrower, any right to require a proceeding first against any Borrower, protest, notice and all obligations demands whatsoever and covenants that this Loan Guarantee shall not be discharged except by payment in full of the Borrower Loan Obligations or unless permitted by Section 6.06. (c) Each Guarantor jointly and severally agrees to pay any and all reasonable and invoiced out-of-pocket costs and expenses (including reasonable and invoiced attorneys’ fees, disbursements and other charges of one counsel to the Lenders and one counsel to the Administrative Agent (and, if necessary, of one local counsel in each relevant jurisdiction and regulatory counsel) and consultants) incurred by the Administrative Agent or any other Secured Party in connection with the enforcement of, or preservation of its Subsidiaries to any Lender rights under, the Loans Documents (including under this Section 6.01). (d) If the Administrative Agent or any affiliate other Secured Party is required by any court or otherwise to return to the Borrowers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Borrowers or the Guarantors, any amount paid either to the Administrative Agent or any other Secured Party, this Loan Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not be entitled to exercise any right of any Lender) subrogation in relation to the Secured Parties in respect of any Derivatives Agreementobligations guaranteed hereby until payment in full of all Loan Obligations guaranteed hereby or until such Guarantor’s Loan Guarantee is released pursuant to Section 6.06. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Secured Parties, on the other hand, (x) the maturity of the Loan Obligations guaranteed hereby may be accelerated as provided in each case strictly Article VII for the purposes of this Loan Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in accordance with respect of the terms thereof Loan Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations being herein collectively called Loan Obligations as provided in Article VII, such Loan Obligations (whether or not due and payable) shall forthwith become due and payable by the “Guaranteed Obligations”)Guarantors for the purpose of this Loan Guarantee. The Subsidiary Guarantors hereby further jointly and severally agree shall have the right to seek contribution from any Guarantor that if has not paid its proportionate share of any payment made hereunder, so long as the Borrower exercise of such right does not impair the rights of the Secured Parties under this Loan Guarantee. (f) Each Loan Guarantee shall fail to pay remain in full when due (force and effect and continue to be effective should any petition be filed by or against any Borrower for liquidation, reorganization, should any Borrower 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 such Borrower’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 Loans are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Loans or the Loan Guarantees, whether at stated maturity, by acceleration 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 Loans shall, to the fullest extent permitted by applicable law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of this Loan Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without remaining provisions shall not in any demand way be affected or notice whatsoever, impaired thereby. (h) The Loan Guarantee issued by any Guarantor shall be (i) a senior secured obligation of such Guarantor and that (ii) senior in the case of any extension of time right of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms to all existing and future subordinated Indebtedness of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person Guarantor. (or an affiliate thereofi) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is Each payment to be made by a Guarantor in respect of such Guaranteed Obligationsits Loan Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

The Guarantee. The Subsidiary Guarantors (a) Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guarantee irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Lender Holder of a Note authenticated and delivered by the Secured Party Representatives Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the principal of Bankruptcy Law), together with interest on the overdue principal, if any, and interest on the Loans made by the Lenders any overdue interest, to the Borrower extent lawful, and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower Issuer to the Holders or any of its Subsidiaries to any Lender (the Trustee hereunder or any affiliate of any Lender) thereunder will be paid in respect of any Derivatives Agreementfull or performed, in each case strictly all in accordance with the terms thereof hereof and thereof; and (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 2) 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 extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). For The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes hereofof the Guarantee of such Guarantor notwithstanding any stay, it is understood 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 Guaranteed Obligations payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (b) In case any Person provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law. (c) The Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 212(a) above; provided that, if an Event of Default has occurred and is continuing, the Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under an agreement entered into at a time such Person the Indenture, this Supplemental Indenture and the Notes shall have been paid in full. (or an affiliate thereofd) is party hereto as a Lender The Guarantor hereby agrees that the Guarantee provided for hereby shall continue to constitute Guaranteed Obligationsbe effective or be reinstated, notwithstanding as the 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 Issuer or any Guarantor. (e) The Guarantor acknowledges that such Person 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. (or its affiliatef) has ceased For the avoidance of doubt, the Guarantee shall be subject to the limitations set forth in the second paragraph under Section 1401 of the Indenture. (g) As of the Issue Date, there are no guarantors of the Notes other than the Guarantor. (h) The Guarantee shall be a Lender party hereto (effective upon the authentication of the Notes by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed ObligationsTrustee.

The Guarantee. The Subsidiary Guarantors (a) Each U.S. Guarantor hereby jointly and severally guarantee guarantees (the “U.S. Guarantee”), as a primary obligor and not as a surety, to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of each of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions or Debtor Relief Laws after any bankruptcy or insolvency petition or proposal under Debtor Relief Laws or any similar law of any other jurisdiction) on the all Loans made by the Lenders to the Borrower and (2) all other amounts Finance Obligations, including, without limitation, all Canadian Finance Obligations from time to time owing to the Lenders or the Secured Party Representatives Parties by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof Parties (such obligations being herein collectively called the “Guaranteed U.S. Guarantor Obligations”). The Subsidiary Guarantors For the avoidance of doubt, U.S. Guarantor Obligations of any U.S. Guarantor does not include any of its Excluded Swap Obligations. Each U.S. Guarantor hereby further jointly and severally agree that agrees that, if the Borrower Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed U.S. Guarantor Obligations, the Subsidiary Guarantors such U.S. Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed U.S. Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased renewal this intended to be a Lender party hereto guaranty of payment and not a guaranty of collection. (b) Each Canadian Guarantor hereby jointly and severally guarantees (the “Canadian Guarantee”), as a primary obligor and not as a surety, to each Canadian Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by assigning required prepayment, declaration, demand, by acceleration or otherwise) of (1) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Debtor Relief Laws after any bankruptcy or insolvency petition or proposal under Debtor Relief Laws or any similar law of any other jurisdiction) on all Canadian Advances and (2) all other Canadian Finance Obligations from time to time owing to the Canadian Secured Parties by the Canadian Loan Parties (such obligations being herein collectively called the “Canadian Guarantor Obligations”). For the avoidance of doubt, Canadian Guarantor Obligations of any Canadian Guarantor does not include any of its CommitmentsExcluded Swap Obligations. Each Canadian Guarantor hereby jointly and severally agrees that, Loansif the Canadian Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guarantor Obligations, such Canadian Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and other interests hereinthat in the case of any extension of time of payment or renewal of any of the Canadian Guarantor Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is terms of such extension or renewal this intended to be made in respect a guaranty of such Guaranteed Obligationspayment and not a guaranty of collection.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan Documents, and all obligations of the Borrower Document or any of its Subsidiaries to any Lender (Hedging Agreement or any affiliate of any Lender) in respect of any Derivatives AgreementTreasury Services Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”; provided that the term “Guaranteed Obligations”” shall not include any Excluded Swap Obligation). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. (a) Subject to the provisions of Section 9.03, the provisions of this Section 9.02 shall be applicable at all times when the REIT is required to guarantee the Notes in accordance with the provisions of Section 9.01. (b) The Subsidiary Guarantors REIT hereby jointly irrevocably and severally guarantee unconditionally guarantees (the “Guarantee”) to each Lender Holder of a Note and to the Secured Party Representatives Trustee and their respective its successors and assigns assigns, irrespective of the prompt payment validity and enforceability of this Indenture, the Notes, the obligations of the Company under this Indenture or the Notes or restrictions of any kind on the Company’s performance of its obligations under this Indenture or the Notes, and waiving all rights of objection and defense arising from the Notes, that: (i) the principal of, and interest on, the Notes will be punctually paid in full when due (due, whether at stated maturityon the Maturity Date or Interest Payment Date, by acceleration acceleration, call for redemption, repurchase at the option of Holders or otherwise; (ii) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower Company to the Holders (including without limitation the delivery of amounts due upon exchange in accordance with the provisions of Article 14) or any of its Subsidiaries to any Lender (the Trustee under this Indenture or any affiliate of any Lender) the Notes will be promptly paid or delivered in respect of any Derivatives Agreementfull, in each as the case strictly may be, all in accordance with the terms thereof of this Indenture and the Notes; and (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 iii) 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 extension of time of payment or renewal of any Notes or any of the Guaranteed Obligationssuch other obligations thereunder, the same they will be promptly paid or delivered in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such the extension or renewal, whether on the Maturity Date or any Interest Payment Date, by acceleration, call for redemption, repurchase at the option of holders, upon exchange or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the REIT shall be obligated to pay the same before failure so to pay becomes an Event of Default with respect to Notes. If the Company defaults in the payment of the principal of, interest on or amounts due upon exchange with respect to, the Notes when and as the same shall become due, whether on the Maturity Date, any Interest Payment Date, by acceleration, upon exchange, call for redemption, or otherwise, without the necessity of action by the Trustee or any Holder, the REIT shall be required to promptly make such payment in full. (c) 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. (d) 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. (e) If any Holder of Notes or the Trustee is required by any court or otherwise to return to any of the Company or the REIT, or any custodian, trustee, or similar official acting in relation to any of the Company or the REIT, any amount paid by any of the Company or the REIT to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The REIT agrees that it will not be entitled to any right of subrogation in relation to the Holders of Notes in respect of any obligations guaranteed hereby until payment in full 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. (f) 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 9.02 not constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and the REIT hereby irrevocably agree that the obligations of the REIT under the Guarantee set forth in this Section 9.02 shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of REIT, result in the obligations of the REIT not constituting such a fraudulent transfer or conveyance. (g) It is the intention of the parties that the obligations of the REIT shall be in, but not in excess of, the maximum amount permitted by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the creditors of the REIT by a court of competent jurisdiction in a proceeding actually pending before such 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 hereofof this paragraph, it is understood that any Guaranteed Obligations “fair consideration,” “insolvency,” “unable to any Person arising 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. (h) If the obligations of the REIT are reduced pursuant to Section 9.02(f) or 9.02(g) above, such reduction shall be applied proportionately with respect to all Notes guaranteed under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligationsthis Section 9.02, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at in accordance with the time a claim is to be made in respect respective outstanding principal amount of such Guaranteed ObligationsNotes so guaranteed and being then due upon the acceleration of the payment of such Notes.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of 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 to, and the Borrower Notes held by each Lender of, the Borrowers, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Credit Party under any of the other Loan Documents, and all obligations of the Borrower Document or any of its Subsidiaries to any Lender (Secured Cash Management Agreement or any affiliate of any Lender) in respect of any Derivatives AgreementSecured Hedging Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Borrowers or other Guarantor(s) 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 samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofNotwithstanding any provision hereof or in any other Loan Document to the contrary, it 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 understood that any Guaranteed Obligations to any Person arising under an agreement not, at the later of (i) the time such Secured Hedging Agreement is entered into and (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 Commodity Exchange Act, as amended, and no Credit Party shall be deemed to have entered into or guaranteed any Hedging Agreement at a any time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (Credit Party is not an eligible contract participant. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or its affiliate) has ceased other support as may be needed from time to be a Lender party hereto (time by assigning each other Credit Party to honor all of its Commitments, Loans, and other interests herein) at the time a claim is to be made obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.01 for the maximum amount of such Guaranteed Obligationsliability that can be hereby incurred without rendering its obligations under this Section 7.01, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.01 shall remain in full force and effect until the termination of this Guaranty 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 deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally severally, as a primary obligor and not merely as a surety, guarantee to each Lender Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower 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 Secured Party Representatives Administrative Agent by the a Borrower under this Agreement and by any Borrower Group Company Obligor (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligations of such Subsidiary Guarantor) under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, 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 bankruptcy or insolvency proceedings with respect to a Borrower, whether or not such 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 a Borrower 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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

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

The Guarantee. The Subsidiary Guarantors (other than General Cable Canada, which has on the Original Closing Date executed and delivered the Canadian Guaranty) hereby jointly and severally affirm, acknowledge and ratify the Guarantees under the Original Credit Agreement and the Prior Credit Agreement and guarantee as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan DocumentsDocument (including, and all obligations of the Borrower or without limitation, any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Specified Hedging Agreement), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors (other than General Cable Canada, which has contemporaneously herewith executed and delivered the Canadian Guaranty and other than Foreign Guarantors, which have contemporaneously herewith executed and delivered Foreign Guaranties) hereby jointly and severally affirm, acknowledge and ratify the Guarantees under the Prior Credit Agreement and guarantee as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan DocumentsDocument (including, and all obligations of the Borrower or without limitation, any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Specified Hedging Agreement), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender Lender, the LC Bank and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower Borrowers, of the reimbursement obligations (and interest thereon) and cover in respect of Letters of Credit, fees provided for hereunder and all other amounts from time to time owing to the Lenders Lenders, the LC Bank or the Secured Party Representatives Administrative Agent by the Borrower Borrowers under this Agreement and by any Borrower Group Company Obligor under any of the other Loan Credit Documents, and all obligations of the Borrower Borrowers or any of its their Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby Guarantorshereby further jointly and severally agree that if the Borrower Borrowers 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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors (a) Each US Guarantor hereby jointly guarantees, as a primary obligor and severally guarantee not merely as a surety to each Lender US Beneficiary and the Secured Party Representatives and their respective its successors and assigns 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 (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 to, and the Borrower US Notes held by each US Lender of, US Borrower, and all other amounts US Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and US Beneficiaries by any Borrower Group Company US Loan Party under any of the other Loan DocumentsDocument, and all obligations of the Borrower Guaranteed Cash Management Agreement or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Guaranteed Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “US Guaranteed Obligations”). The Subsidiary Guarantors Each US Guarantor hereby further jointly and severally agree agrees that if the US Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the US Guaranteed Obligations, the Subsidiary Guarantors US Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the US Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof. (b) Each Canadian Guarantor hereby guarantees, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a primary obligor and not merely as a surety to theeach 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 Canadian Obligations from time to time owing to theeach 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 continue fail to constitute pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed Obligations, notwithstanding that such Person (Canadian Guarantor will promptly pay the same in cash, without any demand or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loansnotice whatsoever, and other interests hereinthat 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 (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is to be made in respect terms of such extension or renewal. (c) The US 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) 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 Obligations from time to time 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 US Borrower 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 Guaranteed 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 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)(IIii) of the Commodity Exchange Act.

The Guarantee. The Subsidiary Guarantors Guarantor hereby jointly irrevocably and severally guarantee 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 Lender Holder of a 2028 Debenture authenticated and delivered by the Secured Party Representatives Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the 2028 Debentures shall be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the principal United States Bankruptcy Code of 1978, as amended (the "Bankruptcy Law")) together with interest on the overdue principal, if any, and interest on the Loans made by the Lenders any overdue interest, to the Borrower extent lawful, and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower Company to the Holders or any of its Subsidiaries to any Lender (the Trustee hereunder or any affiliate of any Lender) thereunder shall be paid in respect of any Derivatives Agreementfull or performed, in each case strictly all in accordance with the terms thereof hereof and thereof; and (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 2) 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 extension of time of payment or renewal of any 2028 Debentures or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal. For purposes hereof, it is understood whether at Stated Maturity, by acceleration or otherwise. (a) The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 2028 Debentures or the Indenture, the absence of any Guaranteed Obligations action to enforce the same, any waiver or consent by any Holder with respect to any Person arising under an agreement entered into at provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a time legal or equitable discharge or defense of the Guarantor. (b) The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and 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 Person 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 affiliate thereof) is party hereto as a Lender 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 right or remedy with respect to the 2028 Debentures, the Guarantor shall continue pay to constitute Guaranteed Obligationsthe Trustee for the account of the Holder, notwithstanding upon demand therefor, the amount that would otherwise have been due and payable had such Person (or its affiliate) has ceased rights and remedies been permitted to be a Lender party hereto exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by assigning all any court or otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by any of its Commitmentsthem to the Trustee or such Holder, Loansthe Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between the Guarantor, on one hand, and the Holders and the Trustee on the other interests hereinhand, (1) at subject to the time a claim is to provisions of the Guarantee, the Maturity of the obligations guaranteed hereby may be made 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 Guaranteed Obligationsobligation as provided in Article Five of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. (d) The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the 2028 Debentures are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the 2028 Debentures, 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 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 Subsidiary CALI Guarantors hereby jointly and severally guarantee to each Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, CALI and all other amounts from time to time owing to the Lenders or the Secured Party Representatives Administrative Agent by the Borrower ▇▇▇▇ under this Agreement and under the Notes and by any Borrower Group Company Obligor under any of the other Loan Credit Documents, and all obligations of the Borrower Parent or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”"CALI GUARANTEED OBLIGATIONS"). The Subsidiary CALI Guarantors hereby further jointly and severally agree that if the Borrower CALI shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the CALI Guaranteed Obligations, the Subsidiary CALI Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the CALI Guaranteed Obligations, the same will CREDIT AGREEMENT be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. It is understood and agreed that neither CasTech nor ▇▇▇▇▇▇ will, at any time prior to the Merger Date, be CALI Guarantors or have any obligations under this Section 6.01(a). (b) The CasTech Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to, and the Notes held by each Lender of, CasTech and all other amounts from time to time owing to the Lenders or the Administrative Agent by CasTech under this Agreement and under the Notes and by CasTech or any of its Subsidiaries under any of the other Credit Documents, and all obligations of CasTech or any of its Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "CASTECH GUARANTEED OBLIGATIONS"). The CasTech Guarantors hereby further jointly and severally agree that if CasTech shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the CasTech Guaranteed Obligations, the CasTech Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the CasTech Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof. (c) Each Borrower under the Post-Merger Revolving Credit Facility hereby guarantees to each Post-Merger Revolving Credit Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, it is understood that by acceleration or otherwise) of the principal of and interest on the Loans made by such Lenders to, and the Notes held by each Lender of, the other Borrowers under such Facility and all other amounts from time to time owing to the Lenders or the Administrative Agent by such Borrowers under such Facility under this Agreement and under the Notes and by any Obligor under any of the other Credit Documents, and all obligations of such Borrowers or any of their respective Subsidiaries to any Lender in respect of any Interest Rate Protection Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the "JOINT OBLIGATIONS" and, collectively with the CALI CREDIT AGREEMENT Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute and the CasTech Guaranteed Obligations, notwithstanding the "GUARANTEED OBLIGATIONS"). The Borrowers under the Post-Merger Revolving Credit Facility hereby further jointly and severally agree that if any other Borrower under such Person Facility shall fail to pay in full when due (whether at stated maturity, by acceleration or its affiliateotherwise) has ceased to be a Lender party hereto (by assigning all any of its Commitmentsthe Joint Obligations, Loansthe other Borrowers under such Facility will promptly pay the same, without any demand or notice whatsoever, and other interests hereinthat in the case of any extension of time of payment or renewal of any of the Joint Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is to be made in respect terms of such Guaranteed Obligationsextension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns 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 (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, the Borrower, Reimbursement Obligations under Letters of Credit, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan DocumentsDocument, and all obligations of the Borrower any Secured Cash Management Agreement or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofNotwithstanding any provision herein contained to the contrary, it is understood each Guarantor’s liability under this Section 7.01 shall be limited to the amount that could be claimed by the Administrative AgentAgents and the Lenders from such Guarantor under this Section 7.01 without rendering such claim voidable or avoidable under Section 548 of the United States Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under this Section 7.01. To the extent that any Guarantor shall make a payment under this Section 7.01 of all or any of the Guaranteed Obligations (other than Guaranteed Obligations related to Loans and other extensions of credit made directly or indirectly to that Guarantor, or on such Guarantor’s behalf, in which case such Guarantor shall be primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligationsother Guarantor, notwithstanding exceeds the amount that such Person Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (or its affiliateas defined below) has ceased (as determined immediately prior to be a Lender party hereto (by assigning all such Guarantor Payment) bore to the aggregate Allocable Amounts of its each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following Payment in Full of the Guaranteed Obligations and termination of the Commitments, Loanssuch Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other interests herein) at Guarantor for the time a claim is amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to be made such Guarantor Payment. As of any date of determination, the Allocable Amount in respect of any Guarantor shall be equal to the maximum amount of the claim that could have been recovered from such Guaranteed ObligationsGuarantor under this Section 7.01 without rendering such claim voidable of avoidable under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute common law. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing.

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

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns 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 (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 to, and the Borrower Notes held by each Lender of, each Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreementforegoing, in each case strictly in accordance with the terms thereof (such 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”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the 1125931.03I-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.05E-CHISR01A - MSW terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Borrower(s) or other Guarantor(s) 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 samesame in cash, without any demand or notice whatsoeverwhatsoever 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 (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofWithout prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it is understood intends that any Guaranteed Obligations this guarantee shall extend from time to time to any Person arising (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under an agreement entered into at a time such Person (any of the Loan Documents for the purposes of or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or its affiliate) has ceased Dividends to be a Lender party hereto (by assigning all made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of its Commitments, Loans, and other interests herein) at the time a claim is to purposes for which any such facility or amount might be made in respect available from time to time; and any fees, costs and/or expenses associated with any of such Guaranteed Obligationsthe foregoing.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee as a primary obligor and not as a surety to each Revolving Credit Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full in cash when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Revolving Credit Lenders to to, and the Notes held by each Revolving Credit Lender of, Borrower and all other amounts and Obligations from time to time owing to the Revolving Credit Lenders or the Secured Party Representatives Administrative Agent by the Borrower under this Agreement and under the Notes and by any Borrower Group Company Obligor under any of the other Loan Credit Documents, and all obligations of the Borrower or any of its Subsidiaries Subsidiary to any Revolving Credit Lender (or any affiliate Affiliate of any Lender) Revolving Credit Lender in respect of any Derivatives AgreementSwap Contract and all Obligations owing to the Issuing Lender under the Letter of Credit Documents, in each case strictly in accordance with the terms thereof (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 (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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns 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 (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 to, and the Borrower Notes held by each Lender of, each Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreementforegoing, in each case strictly in accordance with the terms thereof (such 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”) 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 Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Borrower(s) or other Guarantor(s) 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 samesame in cash, without any demand or notice whatsoeverwhatsoever 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 (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofWithout prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it is understood intends that any Guaranteed Obligations this guarantee shall extend from time to time to any Person arising (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under an agreement entered into at a time such Person (any of the Loan Documents for the purposes of or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is Dividends to be made in respect (including the Closing Date Distribution); 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 Guaranteed Obligationsfacility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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

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

The Guarantee. The Subsidiary Guarantors (other than General Cable Canada, which has contemporaneously herewith executed and delivered the Canadian Guaranty and other than Foreign Guarantors, which have contemporaneously herewith executed and delivered Foreign Guaranties) hereby jointly and severally guarantee as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of Loan Document or Interest Rate Protection Agreement relating to the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementLoans, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. (a) The Subsidiary U.S. Guarantors hereby jointly and severally guarantee to each Lender Lender, the Issuing Bank and the Secured Party Representatives Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of U.S. Secured Obligations (including all Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower that each such guaranty is intended as a “guaranty” as described under this Agreement and by any Borrower Group Company under any Section 1a(18) of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)Commodity Exchange Act. The Subsidiary U.S. Guarantors hereby further jointly and severally agree that if the any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Secured Obligations, the Subsidiary Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The Canadian Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Canadian Secured Obligations (including all Canadian Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such guaranty is intended as a “guaranty” as described under Section 1a(18) of the Commodity Exchange Act. For purposes hereofThe Canadian Guarantors hereby further agree that if the Canadian Borrower shall fail to pay in full when due (whether at stated maturity, it is understood by acceleration or otherwise) any of the Canadian Secured Obligations, the Canadian Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any Guaranteed Obligations extension of time of payment or renewal of any of the Canadian Secured Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (c) Subject to Sections 13.9 and 13.10 hereof and subject to any Person arising under an local law limitation contained in any joinder agreement entered into as contemplated by Section 9.1.9(e), the German Guarantors hereby guarantee to each Lender, the Issuing Bank and the Agent and their respective successors and permitted assigns the prompt payment in full when due (whether at a time stated maturity, by acceleration or otherwise) of the German Secured Obligations (including all German Secured Obligations that would otherwise be deemed to be Excluded Hedging Obligations) and that each such Person (or an affiliate thereof) guaranty is party hereto intended as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.“guaranty” as described under Section 1a(18)

The Guarantee. The Subsidiary Guarantors (a) Each US Guarantor hereby jointly guarantees, as a primary obligor and severally guarantee not merely as a surety to each Lender US Beneficiary and the Secured Party Representatives and their respective its successors and assigns 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 (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 to, and the Borrower US Notes held by each US Lender of, US Borrower, and all other amounts US Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and US Beneficiaries by any Borrower Group Company US Loan Party under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementDocument, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “US Guaranteed Obligations”). The Subsidiary Guarantors Each US Guarantor hereby further jointly and severally agree agrees that if the US Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the US Guaranteed Obligations, the Subsidiary Guarantors US Guarantor will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the US Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof. (b) Canadian Guarantor hereby guarantees, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a 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 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”). Canadian Guarantor hereby agrees that if Canadian Borrower shall continue fail to constitute pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Canadian Guaranteed Obligations, notwithstanding that such Person (Canadian Guarantor will promptly pay the same in cash, without any demand or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loansnotice whatsoever, and other interests hereinthat 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 (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is to be made in respect terms of such Guaranteed Obligationsextension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of of, and premium and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementDocument, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame 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 (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofEach Guarantor agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it is understood that will, as an independent and primary obligation, indemnify the Secured Parties immediately on demand against any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (cost, loss or an affiliate thereof) is party hereto liability it incurs as a Lender shall continue 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 indemnity will not exceed the amount it would have had to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be pay under this Article VII if the amount claimed had been recoverable on the basis of a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligationsguarantee.

The Guarantee. The Parent and each U.S. Subsidiary Guarantors hereby Guarantor (the "U.S. GUARANTORS") hereby, jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the U.S. Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Ti- tle 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, U.S. Borrower, and all other amounts U.S. Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company U.S. Loan Party under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, Document in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”"U.S. GUARANTEED OBLIGATIONS"). Parent, the U.S. Borrower and each Canadian Subsidiary Guarantor (the "CANADIAN GUARANTORS") hereby, jointly and severally guarantee, as a primary obligor and not as a surety to each Canadian 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 the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the Notes held by each Lender of, Canadian Borrower, and all other Canadian Obligations from time to time owing to the Canadian Secured Parties 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"). The Subsidiary U.S. Guarantors hereby further jointly and severally agree that if the U.S. Borrower or other U.S. Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the U.S. Guaranteed Obligations, the Subsidiary U.S. Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the U.S. Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofThe Canadian Guarantors hereby jointly and severally agree that if Canadian Borrower or other Canadian Guarantor(s) shall fail to pay in full when due (whether at stated maturity, it is understood that by acceleration or otherwise) any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute of the Canadian Guaranteed Obligations, notwithstanding that such Person (the Canadian Guarantors will promptly pay the same in cash, without any demand or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loansnotice whatsoever, and other interests hereinthat 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 (whether at extended maturity, by acceleration or otherwise) at in accordance with the time a claim is to be made in respect terms of such Guaranteed Obligationsextension or renewal.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives Administrative Agent by the Borrower under this Agreement and by any Borrower Group Company Obligor under any of the other Loan Documents, and all obligations of the Parent, the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementRate Protection Agreement (or the Existing Rate Protection Provider with respect to the Existing Rate Agreements), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Parent, the Borrower or the Borrower's Subsidiaries 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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement a Rate Protection Agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors Each Guarantor hereby agrees that it is jointly and severally guarantee liable for, and, as primary obligor and not merely as surety, absolutely and unconditionally guarantees to each Lender and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the 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 Lenders or the Secured Party Representatives Parties by the each Borrower under this Agreement and by any Borrower Group Company or under any of the other Loan Documents, and all obligations any Letter of Credit, any Specified Swap or Banking Services Agreement, any Pari Secured Swap Agreement or any other document made, delivered or given in connection with any of the Borrower foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or any otherwise (including, without limitation, all fees and disbursements of its Subsidiaries counsel to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreementthe Secured Parties, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors (other than General Cable Canada, which has on the Original Closing Date executed and delivered the Canadian Guaranty) hereby jointly and severally affirm, acknowledge and ratify the Guarantees under the Original Credit Agreement and the Prior Credit Agreement and guarantee as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan DocumentsDocument (including, and all obligations of the Borrower or without limitation, any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Specified Hedging Agreement), in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”"GUARANTEED OBLIGATIONS"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary 125 Guarantors will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and Lender, the Secured Party Representatives Administrative Agent, the Collateral Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders Lenders, the Administrative Agent or the Secured Party Representatives Collateral Agent by the Borrower under this Agreement and by any Borrower Group Company Obligor under any of the other Loan Documents, and all obligations of any Obligor to the Borrower Administrative Agent, the Arranger or any of its Subsidiaries to any Lender (or any affiliate Affiliate of the Administrative Agent, the Arranger or any Lender) in respect of any Derivatives Hedging Agreement, in each case strictly in accordance with the terms thereof (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 (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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate Affiliate thereof) is party hereto as the Administrative Agent or a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliateAffiliate) has ceased to be the Administrative Agent or a Lender Lender, as the case may be, party hereto (by assigning all of its Commitments, LoansRevolving Credit Exposure, Incremental Facility Revolving Credit Exposure and other interests herein, or otherwise) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower, all reimbursement obligations of the Borrower in respect of any LC Disbursement and all other amounts from time to time owing to the Lenders or the Secured Party Representatives Administrative Agent by the Borrower under this Agreement and by any Borrower Group Company Obligor (other than the respective Guarantor) under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) the Lenders and their respective Affiliates in respect of any Derivatives Hedging Agreement, in each case strictly in accordance with the terms thereof and including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations 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 (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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors (1) Thomson hereby jointly unconditionally and severally guarantee irrevocably guarantees to each Lender the Non-Canadian Administrative Agent, the Canadian Administrative Agent and the Secured Party Representatives Lenders, the due and their respective successors unconditional payment, performance and assigns discharge by each Non-Canadian Borrower of all the prompt payment in full when due obligations, direct or indirect, absolute or contingent, expressed to be binding upon it under the Credit Agreement (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders hereinafter referred to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called as the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly ) and, without limitation, Thomson shall, if and severally agree that if the whenever at any time and from time to time a Non-Canadian Borrower shall fail to pay 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 Non-Canadian Borrower were expressed to be the Obligor under the Credit Agreement. (2) Notwithstanding any of the other provisions of this Guarantee, the amount for which Thomson may become liable hereunder in full when due (whether at stated maturityrespect of any failure by any Non-Canadian Borrower to pay, by acceleration perform or otherwise) discharge any of the Guaranteed Obligations, Obligations shall not in any event exceed the Subsidiary Guarantors will promptly pay amount for which the same, without Non-Canadian Borrower would be liable under the Credit Agreement except for any demand or notice whatsoever, additional amounts payable by Thomson pursuant to Sections 2(4) and that 9 hereof. Except in the case of the bankruptcy of Thomson, performance by Thomson of any extension obligation of time the Non-Canadian Borrower under and in accordance with the provisions of payment the Credit Agreement shall be deemed to be performance by the Non-Canadian Borrower of such obligation. (3) Without prejudice to the rights of the Non-Canadian Administrative Agent, the Canadian Administrative Agent or renewal 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 fact or circumstances which would or might otherwise constitute a legal or equitable discharge of or defense to a guarantor or surety. (4) Thomson 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) any failure of a Non-Canadian Borrower duly to pay, perform or discharge any of the Guaranteed Obligations, the same will be promptly paid in full when due Obligations or (whether at extended maturity, by acceleration or otherwiseii) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue result of the obligation of a Non-Canadian Borrower under or pursuant to constitute Guaranteed Obligationsthe Credit Agreement or the other Loan Documents being or becoming void, notwithstanding that such Person (voidable, unenforceable or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at ineffective against the time a claim is to be made in respect of such Guaranteed Obligationsrelevant Non-Canadian Borrower for any reason whatsoever.

The Guarantee. The Subsidiary Guarantors Guarantor hereby jointly irrevocably and severally guarantee 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 Lender Holder of a 2028 Debenture authenticated and delivered by the Secured Party Representatives Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the 2028 Debentures shall be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of Title 11 of the principal United States Bankruptcy Code of 1978, as amended (the “Bankruptcy Law”)) together with interest on the overdue principal, if any, and interest on the Loans made by the Lenders any overdue interest, to the Borrower extent lawful, and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower Company to the Holders or any of its Subsidiaries to any Lender (the Trustee hereunder or any affiliate of any Lender) thereunder shall be paid in respect of any Derivatives Agreementfull or performed, in each case strictly all in accordance with the terms thereof hereof and thereof; and (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 2) 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 extension of time of payment or renewal of any 2028 Debentures or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal. For purposes hereof, it is understood whether at Stated Maturity, by acceleration or otherwise. (a) The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the 2028 Debentures or the Indenture, the absence of any Guaranteed Obligations action to enforce the same, any waiver or consent by any Holder with respect to any Person arising under an agreement entered into at provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a time legal or equitable discharge or defense of the Guarantor. (b) The Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and 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 Person 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 affiliate thereof) is party hereto as a Lender 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 right or remedy with respect to the 2028 Debentures, the Guarantor shall continue pay to constitute Guaranteed Obligationsthe Trustee for the account of the Holder, notwithstanding upon demand therefor, the amount that would otherwise have been due and payable had such Person (or its affiliate) has ceased rights and remedies been permitted to be a Lender party hereto exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by assigning all any court or otherwise to return to the Company or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by any of its Commitmentsthem to the Trustee or such Holder, Loansthe Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between the Guarantor, on one hand, and the Holders and the Trustee on the other interests hereinhand, (1) at subject to the time a claim is to provisions of the Guarantee, the Maturity of the obligations guaranteed hereby may be made 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 Guaranteed Obligationsobligation as provided in Article Five of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. (d) The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the 2028 Debentures are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the 2028 Debentures, 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 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. The Subsidiary (i) Each of the Guarantors hereby jointly and severally guarantee guarantees to each Lender, to each Affiliate of a Lender that enters into a Hedging Agreement (to the extent permitted hereunder) and to the Secured Party Representatives and their respective successors and assigns Agents, as hereinafter provided, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)thereof. The Subsidiary Guarantors hereby further jointly and severally agree that if any of the Borrower shall fail to pay Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) any of the Guaranteed Obligations), the Subsidiary Guarantors will will, jointly and severally, 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof. (b) Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents or Hedging Agreements, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at the extent the obligations of a time such Person (or an affiliate thereof) is party hereto as a Lender Guarantor shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased be adjudicated to be a Lender party hereto invalid or unenforceable for any reason (by assigning all including, without limitation, because of its Commitmentsany applicable state, Loansprovincial or federal law relating to fraudulent conveyances or transfers or the granting of financial assistance) then the obligations of each Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state or provincial and other interests herein) including, without limitation, the Bankruptcy Code). In such case or otherwise at the time a claim is request of an Agent, each Credit Party shall take such action and shall execute and deliver all such further documents required by such Agent to cause the obligations of such Guarantor to be made in respect of such Guaranteed Obligationsenforceable to the extent required by this Agreement.

The Guarantee. The Subsidiary Guarantors (a) Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guarantee irrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, this Supplemental Indenture and the Notes, and guarantees to each Lender Holder of a Note authenticated and delivered by the Secured Party Representatives Trustee, and their respective successors to the Trustee for itself and assigns on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturityStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the principal of Bankruptcy Law), together with interest on the overdue principal, if any, and interest on the Loans made by the Lenders any overdue interest, to the Borrower extent lawful, and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower Issuer to the Holders or any of its Subsidiaries to any Lender (the Trustee hereunder or any affiliate of any Lender) thereunder will be paid in respect of any Derivatives Agreementfull or performed, in each case strictly all in accordance with the terms thereof hereof and thereof; and (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 2) 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 extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). For The Guarantor hereby agrees (to the extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Supplemental Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes hereofof the Guarantee of such Guarantor notwithstanding any stay, it is understood 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 Guaranteed Obligations payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (b) In case any Person provision of the Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby to the extent permitted by applicable law. (c) The Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by such Guarantor pursuant to the provisions of Section 212(a) above; provided that, if an Event of Default has occurred and is continuing, the Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under an agreement entered into at a time such Person the Indenture, this Supplemental Indenture and the Notes shall have been paid in full. (or an affiliate thereofd) is party hereto as a Lender The Guarantor hereby agrees that the Guarantee provided for hereby shall continue to constitute Guaranteed Obligationsbe effective or be reinstated, notwithstanding as the 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 Issuer or any Guarantor. (e) The Guarantor acknowledges that such Person 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. (or its affiliatef) has ceased For the avoidance of doubt, the Guarantee shall be subject to the limitations set forth in the second paragraph under Section 1401 of the Indenture. (g) As of the Issue Date, there are no guarantors of the Notes other than the Guarantor. (h) The Guarantee shall be a Lender party hereto (effective upon the authentication of the Notes by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed ObligationsTrustee.

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

The Guarantee. The Subsidiary Guarantors Unless a Holdings Change of Control Transaction shall have occurred: (a) Holdings hereby jointly unconditionally and severally guarantee irrevocably, guarantees to the Administrative Agent, for the ratable benefit of each Lender and the Secured Party Representatives and their respective successors successors, indorsees, transferees and assigns assigns, the prompt and complete payment in full and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof Obligations (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors Holdings hereby further jointly and severally agree agrees that if the Borrower shall fail to pay in full its guarantee under this Section constitutes a guarantee of payment when due (whether at stated maturityand not of collection, and waives any right to require that any resort be had by acceleration the Administrative Agent or otherwise) any Secured Party to any of the Guaranteed Obligations, security held for payment of the Subsidiary Guarantors will promptly pay the same, without Borrower Obligations or to any demand or notice whatsoever, and that in the case balance of any extension 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 guarantee contained in this Section shall remain in full force and effect until all the Borrower Obligations and the obligations of Holdings under the 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 of its Obligations. (c) No payment or renewal of made by the Borrower, any of the Guaranteed ObligationsGuarantors, any other guarantor or any other Person or received or collected by the same will Administrative Agent or any Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be promptly paid in full when due (whether at extended maturitydeemed to modify, by acceleration reduce, release or otherwise) in accordance with otherwise affect the terms liability of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed ObligationsHoldings hereunder which shall, notwithstanding that any such Person payment (or its affiliate) has ceased to be a Lender party hereto (other than any payment made by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made Holdings in respect of such Guaranteed 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 the maximum liability of Holdings hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated.

The Guarantee. The Subsidiary Each of the Guarantors hereby jointly and severally guarantee ------------- guarantees to each Lender, each Affiliate of a Lender that enters into a Hedging Agreement and the Secured Party Representatives and their respective successors and assigns Agent as hereinafter provided the prompt payment of the Borrower's Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, a mandatory cash collateralization or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)thereof. The Subsidiary Guarantors hereby further jointly and severally agree that if any of the Borrower shall fail to pay Borrower's Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as mandatory cash collateralization or otherwise) any of the Guaranteed Obligations), the Subsidiary Guarantors will will, jointly and severally, promptly pay the same, without any demand or notice whatsoeverwhatsoever (except as expressly provided herein), and that in the case of any extension of time of payment or renewal of any of the Guaranteed Borrower's Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofNotwithstanding any provision to the contrary contained herein or in any other of the Credit Documents or Hedging Agreements, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at the extent the obligations of a time such Person (or an affiliate thereof) is party hereto as a Lender Guarantor shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased be adjudicated to be a Lender party hereto invalid or unenforceable for any reason (by assigning all including, without limitation, because of its Commitmentsany applicable state or federal law, Loansincluding the Bankruptcy Code, relating to fraudulent conveyances or transfers) then the obligations of each Guarantor hereunder automatically shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and other interests herein) at including, without limitation, the time a claim is to be made in respect of such Guaranteed ObligationsBankruptcy Code).

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives Administrative Agent by the Borrower under this Agreement and by any Borrower Group Company Obligor under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Hedging Agreement, in each case strictly in accordance with the terms thereof (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 (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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby hereby, jointly and severally guarantee severally, guarantee, and hereby confirms, ratifies and restates on the Restatement Date their joint and several guarantee, as primary obligors and not as a sureties to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, Document in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Subsidiary Guarantor(s) 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 samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.102

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Secured Party Representatives Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower Company and all other amounts from time to time owing to the Lenders or the Secured Party Representatives Administrative Agent by the Borrower Company under this Agreement and by any Borrower Group Company Obligor under any of the other Loan Documents, and all obligations of the Borrower Company or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower 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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement a Hedging Agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations, so long as such Hedging Agreement has been designated as a "Hedging Agreement" for purposes of this Article in a written notice delivered from the Company to the Administrative Agent (which notice shall include a certification to the effect that such Hedging Agreement is permitted hereunder).

The Guarantee. The Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (other than with respect to U.S. Term Loans and from and after the Assumption) and each Subsidiary Guarantors hereby Guarantor (it being understood that any entity signing this Credit Agreement whose signature is shown to be effective only upon completion of the transactions described in the Steps Memorandum shall not be a Subsidiary Guarantor until such completion) and Initial Canadian Borrower (from and after the Assumption, the “Guarantors”) hereby, jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to to, and the Borrower promissory notes held by each Lender of, the Borrowers, all Secured Obligations of the Borrowers and the other Loan Parties under Permitted Swap Agreements and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any Loan Document or pursuant to any agreement as described in clause (d) of the other Loan Documents, and all obligations definition of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, “Secured Obligations,” in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Borrowers or other Guarantor(s) 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 samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors Guarantor hereby jointly agrees to unconditionally and severally irrevocably guarantee (the form of such guarantee to be established as provided in Section 2.5) to each Lender Holder of a Security authenticated and delivered by the Secured Party Representatives Trustee (a) the due and their respective successors and assigns the prompt punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) of the principal of of, any premium and interest on the Loans made by the Lenders to the Borrower and all other amounts from time on, or in respect of, on and, if applicable, any Additional Tax Sums with respect to time owing such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the Lenders or terms of such Security, when and as the Secured Party Representatives by the Borrower under this Agreement same shall become due and by any Borrower Group Company under any of the other Loan Documentspayable, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (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 (whether at stated maturityStated Maturity, by acceleration acceleration, redemption, repayment 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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Security and of this Indenture 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, interest (including any Additional Interest), Additional Tax Sums or renewal. For purposes hereofsinking fund payment, it is understood that the Guarantor hereby agrees to cause any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is payment to be made in respect 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. In case of 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 shall entitle the Holders of Securities of such Guaranteed Obligationsseries to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Trustee is entitled to enforce this Guarantee in accordance with the provisions of Article VI.

The Guarantee. The Subsidiary Guarantors hereby (a) Each Guarantor jointly and severally guarantee hereby, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to each Lender and the Secured Party Representatives and their respective successors and assigns Noteholders, the prompt payment in full when due (whether at stated maturity, upon acceleration, by acceleration optional prepayment or otherwise), of (i) of the principal of of, the Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the Loans made by filing of any petition in bankruptcy, or the Lenders to the Borrower commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and all any other amounts from time to time owing to due under, the Lenders or Notes when and as the Secured Party Representatives by same shall become due and payable and (ii) any other sums which may become due under the Borrower under this Agreement terms and by any Borrower Group Company under any provisions of the other Loan DocumentsNotes, and all obligations of the Borrower Note Purchase Agreement or any other instrument referred to therein, including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of its Subsidiaries to any Lender in-house counsel and paralegals) (or any affiliate of any Lender) in respect of any Derivatives Agreementcollectively, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby . (b) Each Guarantor further jointly agrees that the Guaranteed Obligations may be increased, extended, renewed or otherwise modified in whole or in part without notice to or further assent from it, and severally agree that if the Borrower shall fail it remains bound upon its guarantee notwithstanding any such increase, extension, renewal or modification. (c) All terms of this Note Guarantee apply to pay in full when due (whether at stated maturity, and may be enforced by acceleration or otherwise) on behalf of any Affiliate of any Noteholder that extended any portion of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and which would be owed by the Company or any other Guarantor to any Noteholder under or in respect of the Note Purchase Agreement, the Subsidiary Guarantors will promptly pay the same, without any demand Notes or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligationsother 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 the same will be promptly paid in full when due (whether at extended maturity, by acceleration Company or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed ObligationsGuarantor.

The Guarantee. The Subsidiary Guarantors hereby hereby, jointly and severally severally, guarantee to each Lender Lender, the Issuing Banks and the Secured Party Representatives 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 of, and interest on the Loans (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders Lenders, the Issuing Banks or the Secured Party Representatives Administrative Agent by the Borrower under this Agreement and by any Borrower Group Company Obligor under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives AgreementHedging Agreement (other than Hedging Agreements in respect of prices of commodities), in each case in the Currency thereof and otherwise strictly in accordance with the terms thereof (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 (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 extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any a Person arising under an agreement a Hedging Agreement (other than Hedging Agreements in respect of prices of commodities) entered into at a the time such Person (or an affiliate thereof) is a “Lender” party hereto as a Lender to this Agreement shall nevertheless continue to constitute Guaranteed ObligationsObligations for purposes hereof, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning may have assigned all of its Commitments, Loans, Loans and other interests herein) in this Agreement and, at the time a claim is to be made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to this Agreement.

The Guarantee. The Subsidiary Guarantors Each Guarantor hereby jointly and severally guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (A) the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Bankruptcy Laws) on the Loans made by the Lenders to to, and the Notes, if any, held by each Lender of, the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company (B) Obligations arising under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Permitted Swap Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”); provided that no Guarantor shall provide any guarantee in respect of any Excluded Swap Obligations. The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns 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 (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, the Borrower, Reimbursement Obligations under Letters of Credit, and all other amounts Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan DocumentsDocument, and all obligations of the Borrower any Secured Cash Management Agreement or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Secured Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofNotwithstanding any provision herein contained to the contrary, it is understood each Guarantor’s liability under this Section 7.01 shall be limited to the amount that could be claimed by the Agents and the Lenders from such Guarantor under this Section 7.01 without rendering such claim voidable or avoidable under Section 548 of the United States Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Guarantor under this Section 7.01. To the extent that any Guarantor shall make a payment under this Section 7.01 of all or any of the Guaranteed Obligations (other than Guaranteed Obligations related to Loans and other extensions of credit made directly or indirectly to that Guarantor, or on such Guarantor’s behalf, in which case such Guarantor shall be primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligationsother Guarantor, notwithstanding exceeds the amount that such Person Guarantor would otherwise have paid if each Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (or its affiliateas defined below) has ceased (as determined immediately prior to be a Lender party hereto (by assigning all such Guarantor Payment) bore to the aggregate Allocable Amounts of its each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following Payment in Full of the Guaranteed Obligations and termination of the Commitments, Loanssuch Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other interests herein) at Guarantor for the time a claim is amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to be made such Guarantor Payment. As of any date of determination, the Allocable Amount in respect of any Guarantor shall be equal to the maximum amount of the claim that could have been recovered from such Guaranteed ObligationsGuarantor under this Section 7.01 without rendering such claim voidable of avoidable under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute common law. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing.

The Guarantee. The Subsidiary Guarantors Each Guarantor hereby jointly and severally guarantee with the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees (including, without limitation, the Yield Protection Fee), costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, the Borrowers, and all other amounts Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party (other than such Guarantor with respect to its primary obligations) under any of the other Loan DocumentsDocument, and all obligations of the Borrower any Secured Hedge Agreement or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower Borrowers or other Guarantor(s) 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 samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Secured Party Representatives Lessors and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration scheduled or otherwise, including amounts that would become due but for the operation of the automatic stay under Title 11 of the United States Code (the “Bankruptcy Code”)) of (i) all payments of Lessee under this Lease Agreement to Lessors, including the principal payment of and interest on the Loans made by the Lenders to the Borrower any Termination Payment Amount, and all fees, indemnification payments, premium and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Secured Party Representatives by the Borrower Lessee under this Lease Agreement and by any Borrower Group Company under any of the (ii) all other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Obligor under this Lease Agreement, in each case strictly in accordance with the terms thereof hereof and including all interest, fees, premium and expenses accrued or incurred subsequent to the commencement of any bankruptcy or insolvency proceeding with respect to any Obligor, whether or not such interest, 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 Lessee shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under the Bankruptcy Code) any of the Guaranteed Obligations, including in the Subsidiary amounts, in the currency and at the place expressly agreed to hereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where Lessee, any Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Guarantors will shall promptly pay the same, without any demand or notice whatsoever, and that that, in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will shall be promptly paid in full in cash when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereof, it is understood that any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors Guarantors, hereby jointly and severally guarantee guarantee, as a primary obligor and not as a surety to each Lender and the Secured Party Representatives and their respective successors and assigns assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) the Loans made by the Lenders to to, and the Borrower Notes held by each Lender of, Borrower, and all other amounts Secured Obligations from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and Parties by any Borrower Group Company Loan Party under any of the other Loan Documents, and all obligations of the Borrower Document or any of its Subsidiaries to any Lender (Hedging Agreement or any affiliate of any Lender) in respect of any Derivatives AgreementTreasury Services Agreement entered into with a counterparty that is a Secured Party, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or other Subsidiary Guarantor(s) 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 samesame in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofAnything in this Article to the contrary notwithstanding, it is understood that the Guarantee by any Subsidiary Guarantor under this Article shall not guarantee any Guaranteed Obligations Obligation that constitutes an Excluded Swap Obligation with respect to any Person arising under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made in respect of such Guaranteed ObligationsSubsidiary Guarantor.

The Guarantee. The Subsidiary (i) Each of the Domestic Guarantors hereby jointly and severally guarantee guarantees to each Lender, to each Affiliate of a Lender that enters into a Hedging Agreement with a Credit Party relating to the Obligations and to the Secured Party Representatives and their respective successors and assigns Agents, as hereinafter provided, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) of the principal of and interest on the Loans made by the Lenders to the Borrower and all other amounts from time to time owing to the Lenders or the Secured Party Representatives by the Borrower under this Agreement and by any Borrower Group Company under any of the other Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Derivatives Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)thereof. The Subsidiary Domestic Guarantors hereby further jointly and severally agree that if any of the Borrower shall fail to pay Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration acceleration, as a mandatory cash collateralization or otherwise) any of the Guaranteed Obligations), the Subsidiary Domestic Guarantors will will, jointly and severally, 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 Guaranteed Obligations, the same will be promptly paid in full 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 extension or renewal. (ii) Each of the Canadian Guarantors hereby jointly and severally guarantees to each Canadian Lender, to each Affiliate of a Canadian Lender that enters into a Hedging Agreement with a Canadian Credit Party relating to the Canadian Obligations, to the Canadian Administrative Agent and to the Collateral Agent, as hereinafter provided, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. The Canadian Guarantors hereby further agree that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as mandatory cash collateralization or otherwise), the Canadian Guarantors will, jointly and severally, 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 Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal. For purposes hereofNotwithstanding the foregoing or any other provision hereof or in any other Credit Documents, it is understood that any Guaranteed Obligations to any Person arising the obligations of the Canadian Guarantors under an agreement entered into at a time such Person (or an affiliate thereof) is party hereto as a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its affiliate) has ceased to be a Lender party hereto (by assigning all of its Commitments, Loans, and other interests herein) at the time a claim is to be made Section 4.1 in respect of the Guaranteed Obligations do not extend to the Domestic Obligations or to the obligations of the Domestic Guarantors in respect thereof, as to which such Guaranteed Obligations.Canadian Guarantors shall have no obligation; and the obligations of the Canadian Guarantors which are Ontario corporations (each, an "Ontario Guarantor") shall be guarantees only of the obligations of each respective Ontario