Common use of The Guarantee Clause in Contracts

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, as a primary obligor and not as a surety 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 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, and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumptiona) and each Subsidiary 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, The Unlimited Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent and their 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 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 toLoan, and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Unlimited Guarantors hereby jointly and severally agree that if the Borrowers 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 Unlimited Guarantors 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 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 the avoidance of doubt, upon an Unlimited Guarantor becoming a Limited Guarantor, this Section 7.1(a) shall cease to apply to such Guarantor and its Guarantee shall be instead governed by Section 7.1(b). (a) 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 fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, such Limited Guarantor will promptly pay its 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower a) [Reserved]. (from and after the Assumptionb) and each Subsidiary Each Company 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, hereby jointly and severally guaranteeguarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent 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 (1) 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 Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 the Bankruptcy Code or any similar law of the United States Code, the BIA, the CCAA, the WURA or any other applicable bankruptcy or insolvency legislationjurisdiction) on (i) the Loans made by the Lenders toto the Company Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Company Borrower, (iii) the Other Loans made by any lender thereof, and (iv) the promissory notes Notes held by each Lender of, of the Borrowers Company Borrower and (2) all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof Company Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Guaranteed Guarantor Obligations”). The Guarantors Each Company Guarantor hereby jointly and severally agree that agrees that, if the Borrowers or other Guarantor(s) Company Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Guarantor Obligations, the Guarantors such Company Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, ------------- guarantee as a primary obligor and not as a surety to each Lender and the 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 interest that would accrue but for the provisions of the Title 11 of the United States Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Bankruptcy Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Loan Party Obligor under any Loan Documentof the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap 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 Guarantors hereby ---------------------- jointly and severally agree that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, 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.

The Guarantee. Holdings(A) The Guarantor irrevocably and unconditionally guarantees by way of an independent guarantee ("GARANTIE AUF ERSTES ANFORDERN") to the Agent and each Bank the due and punctual payment by the Borrower, Intermediate Holdco under and in connection with the terms of this Agreement, and covenants to pay or cause to be paid to the person entitled thereto in the currency in which the same is for the time being due and payable under this Agreement (before and until which remain for the Assumption)time being unpaid) of (i) any amount up to USD 45,000,000 or its equivalent borrowed under Tranche A, U.S. and (ii) any the sum 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 with respect to the said amount. (from and after B) The Guarantor shall effect payment hereunder promptly upon demand of the AssumptionAgent (or any Bank through the Agent) and each Subsidiary confirmation that the amount claimed from the Guarantor is equal to the Guaranteed Amount which the Borrower has not paid when due. (it being understood that any entity signing this Agreement whose signature is shown to be effective only upon completion C) The obligations of the transactions described in Guarantor hereunder (i) shall be separate and independent from the Steps Memorandum set forth in Schedule 6.14 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 (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 in respect of its obligations under this Agreement or any of them, (ii) (with the consent of the Guarantor) offer or agree to or enter into any agreement for any variation of this Agreement, or (iii) prove or abstain from proving, in respect of the obligations of the Borrower under this Agreement, in a Subsidiary bankruptcy, winding-up, liquidation or reorganization of the Borrower. (E) The obligations of the Guarantor until such completionhereunder are (and are intended to be) a continuing and Initial Canadian Borrower (from independent security to the Agent and after the Assumption, the “Guarantors”) hereby, jointly and severally guaranteeeach Bank, as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assignscase may be, 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 due and punctual payment by the Lenders toBorrower, under and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the 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 Guarantors 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 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 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 Bank in respect of the obligations of the Borrower under this Agreement or renewalany 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 Bank 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumptiona) and each Subsidiary Each Tower 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, hereby jointly and severally guaranteeguarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent 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 (1) 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 Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 the Bankruptcy Code or any similar law of the United States Code, the BIA, the CCAA, the WURA or any other applicable bankruptcy or insolvency legislationjurisdiction) on (i) the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Tower Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Tower Borrower, (iii) the Other Loans made to the Tower Borrower by any lender thereof and (2) all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof Tower Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Tower Guaranteed Obligations”). The Guarantors Each Tower Guarantor hereby jointly and severally agree that agrees that, if the Borrowers or other Guarantor(s) Tower Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Tower Guaranteed Obligations, the Guarantors such Tower Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Tower 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. (b) Each Company Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each 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 (1) the principal of 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 or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Company Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Company Borrower, (iii) the Other Loans made by any lender thereof, and (iv) the Notes held by each Lender of the Company Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Company Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Company Guaranteed Obligations” and, together with the Tower Guaranteed Obligations, the “Guarantor Obligations”). Each Company Guarantor hereby jointly and severally agrees that, if the Company Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed Obligations, such Company Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective permitted 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 (i) 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 CodeCode and (ii) any other Debtor Relief Laws, the BIA, the CCAA, the WURA whether or other not such items are allowed or allowable as a claim in any applicable bankruptcy or insolvency legislationproceeding) on the Loans made by the Lenders to, and the promissory notes Term Notes (if any) issued hereunder and held by each Lender of, the Borrowers Borrower, and all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan Document, in each case Document strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrowers, and all other Secured Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan DocumentDocument or any Hedging Agreement or Treasury 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 Guarantors hereby jointly and severally agree that if the Borrowers any 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until It is acknowledged that the Assumption), U.S. Borrower (Company shall use the proceeds from and after the Assumption) and each Subsidiary Guarantor (it being understood that any entity signing this Agreement whose signature is shown to be effective only upon completion sale of the transactions described in Notes to repay existing Indebtedness and for other general corporate purposes to the Steps Memorandum set forth in Schedule 6.14 shall not be benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a Subsidiary Guarantor until part. For such completion) and Initial Canadian Borrower (from and after the Assumptionvaluable consideration, the “Guarantors”) herebyreceipt and sufficiency of which are hereby acknowledged, jointly each Member Guarantor hereby unconditionally, absolutely and severally guaranteeirrevocably guarantees, as on a primary obligor joint and not as a surety several basis, to each Lender and the Administrative Agent and their respective successors and assignsholder of a Note (each, a “Holder”) (a) the prompt payment in full full, in U.S. Dollars, in the case of U.S. Dollar Notes, or Australian Dollars, in the case of the Series G Notes, when due (whether at stated maturity, by required prepayment, declaration, demandacceleration, by acceleration optional prepayment or otherwise) of the principal of and Make-Whole Amount or Modified Make-Whole Amount, if any, and interest on the Notes (including including, without limitation, any interestinterest on any overdue principal, feesMake-Whole Amount or Modified Make-Whole Amount, costs or charges that would accrue but for if any, and, to the provisions extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 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 legislationNote and Guarantee Agreement) on the Loans made by the Lenders to, and the promissory notes held by each Lender of, the Borrowers and all other Obligations amounts from time to time owing by the Company under the Note and Guarantee Agreement and under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all covenants, agreements and conditions on its part to be performed and observed under the Lenders or Administrative Agent by any Loan Party under any Loan DocumentNote and Guarantee Agreement, in each case strictly in accordance with the terms thereof (such payments and other obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Member Guarantor hereby jointly and severally agree further agrees that if the Borrowers Company shall default in the payment or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) performance of any of the Guaranteed Obligations, the Guarantors each Member Guarantor will (x) promptly pay or perform the same in cashsame, 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 acceleration, by optional prepayment or otherwise) in accordance with the terms of such extension or renewalrenewal and (y) pay to any Holder such amounts, to the extent lawful, as shall be sufficient to pay the reasonable costs and expenses of collection or of otherwise enforcing any of such Holder’s rights under the Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Member Guarantors under this Section 2.01 shall survive the transfer of any Note, and any obligations of the Member Guarantors under this Section 2.01 with respect to which the related underlying obligation of the Company is expressly stated to survive the payment of any Note shall also survive the payment of such Note.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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 (i) 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 Code and (ii) any other applicable bankruptcy or insolvency legislationDebtor Relief Laws) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrower, and all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party (other than such Guarantor with respect to its primary obligations) under any Loan Document, any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors 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 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. Notwithstanding any other provision contained in this Agreement or any other Loan Document, 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 are owed by a Canadian Guarantor is not a “secured creditor” (as that term is defined under the Bankruptcy and Insolvency Act (Canada)) by reason of the fact that such Guaranteed Obligations are owed by such Canadian Guarantor on a joint or joint and several basis, then the obligations of such Canadian Guarantor under this Agreement, to the extent that they are secured, shall be deemed to have been incurred as, and always intended to be, several obligations only and not joint or joint and several obligations.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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, the BIA, the CCAA, the WURA Code or other any equivalent law in any applicable bankruptcy or insolvency legislationjurisdiction) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrowers, and all other Secured Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan DocumentDocument or any 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 Guarantors hereby jointly and severally agree that if the Borrowers any Borrower or other Guarantor(s) Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same 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. In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary of US Borrower may execute a Guarantee governed by the applicable law of such Guarantor’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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower a) [Reserved]. (from and after the Assumptionb) and each Subsidiary Each 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, hereby jointly and severally guaranteeguarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent 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 (1) 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 Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 the Bankruptcy Code or any similar law of the United States Code, the BIA, the CCAA, the WURA or any other applicable bankruptcy or insolvency legislationjurisdiction) on (i) the Loans made by the Lenders to, and including the promissory notes Loans represented by the Notes held by each Lender of, any Borrower, (ii) the Borrowers Incremental Loans made by the Incremental Term Lenders or Incremental Revolving Lenders to any Borrower, (iii) the Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2) all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Guaranteed Obligations” and the “Guarantor Obligations”). The Guarantors Each Guarantor hereby jointly and severally agree that agrees that, if the Borrowers or other Guarantor(s) any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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 toto the Borrower, and all reimbursement obligations of the promissory notes held by each Lender of, the Borrowers Borrower in respect of any LC Disbursement and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party Obligor (other than the respective Guarantor) under any of the other Loan DocumentDocuments, and all obligations of the Borrower or any of its Subsidiaries to any of the Lenders and their respective Affiliates in respect of any 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 Guarantors hereby further jointly and severally agree that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumptiona) and each Subsidiary Each Tower 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, hereby jointly and severally guaranteeguarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent 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 (1) 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 Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 the Bankruptcy Code or any similar law of the United States Code, the BIA, the CCAA, the WURA or any other applicable bankruptcy or insolvency legislationjurisdiction) on (i) the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Tower Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Tower Borrower, (iii) the Other Loans made to the Tower Borrower by any lender thereof and (2) all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof Tower Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Tower Guaranteed Obligations”). The Guarantors Each Tower Guarantor hereby jointly and severally agree that agrees that, if the Borrowers or other Guarantor(s) Tower Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Tower Guaranteed Obligations, the Guarantors such Tower Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Tower 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.[Reserved]. (b) Each Company Guarantor hereby jointly and severally guarantees, as a primary obligor and not as a surety, to each 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 (1) the principal of 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 or any similar law of any other jurisdiction) on (i) the Loans made by the Lenders to the Company Borrower, (ii) the Incremental Loans made by the Incremental Lenders to the Company Borrower, (iii) the Other Loans made by any lender thereof, and (iv) the Notes held by each Lender of the Company Borrower and (2) all other Obligations from time to time owing to the Secured Parties by the Company Borrower (such obligations under clauses (1) and (2) being herein collectively called the “Company Guaranteed Obligations” and, together with the Tower Guaranteed Obligations, the “Guarantor Obligations”). Each Company Guarantor hereby jointly and severally agrees that, if the Company Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company GuaranteedGuarantor Obligations, such Company Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company GuaranteedGuarantor 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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, and to the promissory notes held by each Lender of, the Borrowers Company and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments, and all obligations of the Company or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any 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 Borrowers or other Guarantor(s) 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 in cashsame, 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 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrower, and all other Secured Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan DocumentDocument or any Hedging Agreement or Treasury 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 Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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 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 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, and the promissory notes Notes held by each Lender of, the Borrowers Borrowers, and all other Secured Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Credit Party under any Loan DocumentDocument or any Secured Cash Management Agreement or Secured 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 Guarantors hereby jointly and severally agree that if the 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 Guarantors 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 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. Notwithstanding any provision hereof or in any other Loan Document to the contrary, no Obligation in respect of any Secured Hedging Agreement shall be payable by or from the assets of any Credit Party if such Credit Party, is not, at the later of (i) the time such Secured Hedging Agreement is entered into and (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 any time that such 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 other support as may be needed from time to time by each other Credit Party to honor all of its 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 liability 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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”) Guarantors hereby, jointly and severally severally, guarantee, as a primary obligor obligors and not as a surety sureties, to each Lender and the Administrative Agent Secured Party and their respective successors and 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 of, and premium and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Title 11 of the United States Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Bankruptcy Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrower, and all other Secured Obligations (provided, however that, with respect to each Subsidiary Guarantor, subject to Section 7.11, Hedging Obligations guaranteed by such Subsidiary Guarantor shall exclude all Excluded Swap Obligations) from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Subsidiary Guarantors hereby jointly and severally agree that if the Borrowers 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 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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 (i) 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 CodeCode and (ii) any other Debtor Relief Laws, the BIA, the CCAA, the WURA whether or other not such items are allowed or allowable as a claim in any applicable bankruptcy or insolvency legislationproceeding) on the Loans made by the Lenders to, and the promissory notes Term Notes (if any) issued hereunder and held by each Lender of, the Borrowers Borrower, and all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any other Loan Party under any Loan DocumentDocument or any Secured Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender Lender, the LC Bank and the 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 toto the Borrowers, of the reimbursement obligations (and the promissory notes held by each Lender ofinterest thereon) and cover in respect of Letters of Credit, the Borrowers fees provided for hereunder and all other Obligations amounts from time to time owing to the Lenders Lenders, the LC Bank or the Administrative Agent by the Borrowers under this Agreement and by any Loan Party Obligor under any Loan Documentof the other Credit Documents, and all obligations of the Borrowers or any of their Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Hedge Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). The Guarantors hereby Subsidiary Guarantorshereby further jointly and severally agree that if the 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 same in cashsame, 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. Holdings, Intermediate Holdco (before and until the Assumption), a) Each U.S. Borrower (from and after the Assumption) and each Subsidiary 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, hereby jointly and severally guaranteeguarantees (the “U.S. Guarantee”), as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent 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 each of (1) 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 Debtor Relief Laws after any bankruptcy or insolvency petition or proposal under Title 11 Debtor Relief Laws or any similar law of the United States Code, the BIA, the CCAA, the WURA or any other applicable bankruptcy or insolvency legislationjurisdiction) on the all Loans made by the Lenders to, and the promissory notes held by each Lender of, the Borrowers and (2) all other Finance Obligations, including, without limitation, all Canadian Finance Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any the Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof Parties (such obligations being herein collectively called the “Guaranteed U.S. Guarantor Obligations”). The 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 jointly and severally agree that agrees that, if the 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 U.S. Guarantor Obligations, the Guarantors such U.S. Guarantor will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the 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 renewalrenewal this intended to be a 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 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 Excluded Swap Obligations. Each Canadian Guarantor hereby jointly and severally agrees that, if 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 that 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) in accordance with the terms of such extension or renewal this intended to be a guaranty of payment and not a guaranty of collection.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly ------------- and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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 (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to, and to the promissory notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments, and all obligations of the Borrower to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, 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 Borrowers or other Guarantor(s) 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 in cashsame, 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 a Person arising under a Hedging Agreement entered into at the time such Person (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and other interests 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each Guarantor (hereby agrees that 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 guaranteeliable for, and, as a primary obligor and not merely as a surety surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Secured Party 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 each Borrower and the promissory notes held all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Lender ofBorrower pursuant to this Agreement, the Borrowers and all other Obligations amounts from time to time owing to the Lenders Secured Parties by each Borrower under this Agreement or Administrative Agent by any Loan Party under any of the other Loan DocumentDocuments, any Letter of Credit, any Specified Swap or Banking Services Agreement, or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby jointly and severally agree further agrees that if the Borrowers or other Guarantor(s) any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same in cashsame, 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.. Table of Contents

The Guarantee. Holdings, Intermediate Holdco The Guarantor hereby irrevocably and unconditionally guarantees (before and until the Assumption“Guarantee”), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, as a primary obligor and not merely as a surety 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 Administrative Agent Trustee, and their respective successors to the Trustee for itself and assignson 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 maturity, by required prepayment, declaration, demandStated Maturity, by acceleration or otherwise) of the principal of and interest otherwise (including any interest, fees, costs or charges the amount that would accrue become due but for the provisions operation of the automatic stay under Section 362(a) of Title 11 of the United States Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of 1978, as amended (the United States Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation“Bankruptcy Law”)) together with interest on the Loans made by the Lenders tooverdue principal, if any, and interest on any overdue interest, to the promissory notes held by each Lender ofextent lawful, the Borrowers and all other Obligations from time to time owing obligations of the Company to the Lenders Holders or Administrative Agent by any Loan Party under any Loan Documentthe Trustee hereunder or thereunder shall be paid in full 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 Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s2) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, 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, 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 action to enforce the same, any waiver or consent by any Holder with respect to any 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 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 2028 Debenture, the Indenture and the Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such 2028 Debenture, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such 2028 Debenture, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the 2028 Debentures, to collect interest on the 2028 Debentures, or to enforce or exercise any other right or remedy with respect to the 2028 Debentures, the Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by 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 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 the Guarantor, on one hand, and the Holders and the Trustee on the other hand, (1) subject to the provisions of the Guarantee, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Base Indenture for the purposes of the Guarantee notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any acceleration of such obligation 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. HoldingsEach Guarantor hereby agrees that, Intermediate Holdco (before and until the Assumption)subject to Section 9.12, U.S. Borrower (from and after the Assumption) and each Subsidiary 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 guaranteeliable for, and, as a primary obligor and not merely as a surety surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Credit Party 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 each Borrower and the promissory notes held all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Lender ofBorrower pursuant to this Agreement, the Borrowers and all other Obligations amounts from time to time owing to the Lenders Credit Parties by each Borrower under this Agreement or Administrative Agent by any Loan Party under any of the other Loan DocumentDocuments, any Letter of Credit, any Specified Swap or Banking Services Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Credit Parties, in each case strictly in accordance with the terms thereof thereof) (such obligations being herein collectively called the “Guaranteed Obligations”; provided that, for purposes of determining any Guaranteed Obligations of any Guarantor under this Agreement, the definition of “Guaranteed Obligations” shall not create any guarantee by any Guarantor of any Excluded Swap Obligations of such Guarantor). The Guarantors Each Guarantor hereby jointly and severally agree that if the Borrowers or other Guarantor(s) further agrees any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety ------------- guarantee to each Lender and the 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, and the promissory notes any Notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by any Loan Party the Borrower under this Agreement and under any Notes and by any Obligor under any of the other Loan DocumentDocuments, and all obligations of the Borrower 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 “"Guaranteed Obligations”"). The ---------------------- Guarantors hereby further jointly and severally agree that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, guarantee as a primary obligor and not as a surety to each Lender, Issuing Lender and the 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 Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Bankruptcy Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrower and all other Obligations from time to time owing to the Lenders Lenders, Indemnitees, Issuing Lender or Administrative Agent Agents by Borrower under this Agreement and under the Notes and by any Loan Party Obligor under any Loan Documentof the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap 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 Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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 (i) 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 Code and (ii) any other applicable bankruptcy or insolvency legislationDebtor Relief Laws) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers (other than such Guarantor), and all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan DocumentDocument or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumptiona) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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, and the promissory notes Notes held by each Lender of, the Borrowers and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by the Borrowers under this Agreement and under the Notes and by any Loan Party Obligor under any Loan Documentof the other Credit Documents, and all obligations of the Parent 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 “Guaranteed Obligations”"GENERAL GUARANTEED OBLIGATIONS"). The Guarantors hereby further jointly and severally agree that if the Borrowers or other Guarantor(s) any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the General Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the General 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.. Credit Agreement ---------------- 105 (b) Without limiting the generality of Section 6.01(a) hereof, each Revolving Credit Borrower hereby guarantees to each Revolving Credit 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 such Lenders to, and the Notes held by each Lender of, the other Revolving Credit Borrowers and all other amounts from time to time owing to the Lenders or the Administrative Agent by such Borrowers under the Revolving Credit 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 General Guaranteed Obligations, the "GUARANTEED OBLIGATIONS"). The Revolving Credit Borrowers hereby further jointly and severally agree that if any other Revolving Credit Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Joint Obligations, the other Revolving Credit Borrowers 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 Joint 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. Credit Agreement ---------------- 106

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Lender Credit Party, each Eligible Hedging Counterparty and the Administrative Agent each Eligible Cash Manager, and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demandacceleration, by acceleration prepayment or otherwise) of the principal Guaranteed Obligations 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, and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)Guarantor. The Guarantors Each Guarantor hereby jointly and severally agree further agrees that if the Borrowers or any other Guarantor(s) 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 Guarantors such Guarantor will promptly pay the same in cashsame, 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 a Person arising under a Hedging Agreement or constituting Cash Management Obligations entered into at the time such Person (or an Affiliate thereof) is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests 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. Holdings, Intermediate Holdco (before and until the Assumption), a) The U.S. Borrower (from and after the Assumption) and Guarantors hereby guarantee to each Subsidiary 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 AssumptionLender, the “Guarantors”) hereby, jointly and severally guarantee, as a primary obligor and not as a surety to each Lender Issuing Bank and the Administrative Agent 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 U.S. Secured Obligations (including any interest, fees, costs or charges all U.S. Secured Obligations that would accrue but for the provisions 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 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, and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)Commodity Exchange Act. The U.S. Guarantors hereby jointly and severally further agree that if the Borrowers or other Guarantor(s) 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 U.S. Guarantors will promptly pay the same in cashsame, 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. The Canadian Guarantors hereby further agree that if the Canadian Borrower shall fail to pay in full when due (whether at stated maturity, 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 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 local law limitation contained in any joinder agreement 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 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 guaranty is intended as a “guaranty” as described under Section 1a(18)

The Guarantee. HoldingsEach Guarantor hereby absolutely, Intermediate Holdco (before unconditionally and until the Assumption), U.S. Borrower (from and after the Assumption) and irrevocably guarantees to each Subsidiary 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, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Creditors 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 of (a) 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, and the promissory notes held by each Lender of, the Borrowers L/C Reimbursement Obligations and all fees, premiums, costs, expenses, indemnification payments and other Obligations amounts or obligations whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent or any of them by any Loan Party Obligor under any of the Loan DocumentDocuments, and (b) all obligations of any Borrower to any Lender (or any Affiliate thereof) under any 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 any Obligor, 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 Guarantors Each Guarantor hereby further jointly and severally agree agrees that if the Borrowers or other Guarantor(s) any Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until The Guarantor hereby unconditionally guarantees to the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, as a primary obligor and not as a surety to each Lender and the Administrative Agent and their respective successors and assigns, Senior Lenders 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 Senior Loans made by the Lenders to, and the promissory notes held by each Lender of, the Borrowers Senior Notes and all other Obligations from time to time owing to amounts whatsoever now or hereafter payable or becoming payable by the Lenders or Administrative Agent by any Borrower under the CTR Loan Party under any Loan DocumentDocuments, in each case strictly in accordance with the terms thereof (such the obligations guaranteed hereby being herein collectively called the “"Guaranteed Obligations”") provided, however that the aggregate amount for which the Guarantor is liable hereunder to pay to the Senior Lenders after the date hereof pursuant to this Agreement shall not exceed the lesser of (a) U.S.$12,000,000, and (b) U.S.$12,000,000 less (i) any amounts paid after the date hereof by the Guarantor (as opposed to the Borrower) to the Senior Lenders (or either of them) as contemplated in paragraphs 16(b)(ii), 18(i) or 18(l) of the Term Sheet and (ii) any cash amounts provided by the Guarantor to the Borrower after the date hereof and are paid directly to the Senior Lenders (other than any cash amounts required to be paid by the Guarantor to the Borrower in accordance with the Support Agreement (as defined in the Term Sheet)), in each case to the extent such amounts would be (and the Senior Lenders hereby acknowledge that such amounts will be) applied in accordance with Schedule B to the Term Sheet to the payment of principal amounts outstanding under the CTR Loan Documents (such lesser amount from time to time being the "CTR Guarantee Maximum"). Any reduction in the CTR Guarantee Maximum pursuant to the foregoing sentence shall be a permanent reduction thereof. The Guarantors Guarantor hereby jointly and severally agree further agrees that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Guarantor will promptly pay the same in cashup to the CTR Guarantee Maximum upon receipt of written demand for payment thereof, without any other 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. This Agreement is a continuing guaranty and is a guaranty of payment and is not merely a guaranty of collection.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and Lender, the Administrative Agent, the Collateral 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, and to the promissory notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or Lenders, the Administrative Agent or the Collateral Agent by the Borrower under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments, and all obligations of any Obligor to the Administrative Agent, the Arranger or any Lender (or any Affiliate of the Administrative Agent, the Arranger or any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby further jointly and severally agree that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, 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 the Administrative Agent or a Lender shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or its Affiliate) has ceased to be the Administrative Agent or a Lender, as the case may be, party hereto (by assigning all of its Commitments, Revolving 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower a) [Reserved]. (from and after the Assumptionb) and each Subsidiary Each 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, hereby jointly and severally guaranteeguarantees, as a primary obligor and not as a surety surety, to each Lender and the Administrative Agent 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 (1) 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 Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 the Bankruptcy Code or any similar law of the United States Code, the BIA, the CCAA, the WURA or any other applicable bankruptcy or insolvency legislationjurisdiction) on (i) the Loans made by the Lenders to, and including the promissory notes Loans represented by the Notes held by each Lender of, any Borrower, (ii) the Borrowers Incremental Loans made by the Incremental Term Lenders or Incremental Revolving Lenders to any Borrower, (iii) the Other Term Loans and Other Revolving Loans made by any lender thereof, and (iv) the Notes held by each Lender of any Borrower and (2) all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan BorrowerLoan Party under any Loan Documentor, in each the case strictly in accordance with the terms thereof of Specified Cash Management Agreements and Specified Swap Agreements, any Restricted Subsidiary (such obligations under clauses (1) and (2) being herein collectively called the “Guaranteed Obligations” and the “Guarantor Obligations”). The Guarantors Each Guarantor hereby jointly and severally agree that agrees that, if the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturityany Borrower, by acceleration or otherwise) any of the Guaranteed ObligationsLoan Party or, the Guarantors 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 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.of

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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, and to the promissory notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any 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 Borrowers or other Guarantor(s) 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 in cashsame, 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumptiona) and each Subsidiary 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, as a primary obligor and not as a surety The Company hereby guarantees to each Lender and the 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 Obligations (including any interest, fees, costs or charges that would accrue but for the provisions other than Obligations 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 legislationCompany) on the Loans made by the Lenders to, and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations Obligations being herein collectively called the “Company Guaranteed Obligations”). The Guarantors Company hereby jointly and severally agree further agrees that if any Obligor (other than the Borrowers or other Guarantor(sCompany) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Company Guaranteed ObligationsObligations owing by such Obligor, the Guarantors Company will promptly pay the same in cashsame, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Company 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. (b) The Subsidiary Guarantors hereby jointly and severally guarantee to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Obligations (such Obligations being herein collectively called the “Subsidiary Guaranteed Obligations” and, together with the Company Guaranteed Obligations, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if any other Obligor shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Subsidiary 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 Subsidiary 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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, and to the promissory notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments, 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 Rate 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 Borrowers Parent, the Borrower or other Guarantor(s) 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 in cashsame, 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 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each Guarantor (hereby agrees that 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 guaranteeliable for, and, as a primary obligor and not merely as a surety surety, absolutely and unconditionally guarantees to each Lender and the Administrative Agent Secured Party 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 each Borrower and the promissory notes held all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Lender ofBorrower pursuant to this Agreement, the Borrowers and all other Obligations amounts from time to time owing to the Lenders Secured Parties by each Borrower under this Agreement or Administrative Agent by any Loan Party under any of the other Loan DocumentDocuments, 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 foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Secured Parties, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Each Guarantor hereby jointly and severally agree further agrees that if the Borrowers or other Guarantor(s) any Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors such Guarantor will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Solutia Lender (and, in respect of any Hedging Obligations, any affiliate of a Solutia Lender that shall have entered into the respective hedging agreement giving rise to such Hedging Obligations), each Astaris Lender, each Administrative Agent, each Co-gen Purchaser and the Administrative Co-gen 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 CodeSolutia Credit Agreement Obligations, the BIAMake-Whole Obligations, the CCAASynthetic Lease Obligations, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Lenders to, Designated Letter of Credit Obligations and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan DocumentHedging Obligations, 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 Borrowers or other Guarantor(s) 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 will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco Each PropCo Guarantor hereby irrevocably and unconditionally guarantees (before and until subject to the Assumption), U.S. Borrower proviso to the definition of “Notes PropCo”) (from and after the Assumption) and each Subsidiary 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 Assumptiontogether, the “GuarantorsPropCo Guarantee”) hereby, jointly and severally guarantee), as a primary obligor and not merely as a surety 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 Administrative Agent Trustee, and their respective successors to the Trustee for itself and assignson 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 maturity, by required prepayment, declaration, demandStated Maturity, by acceleration or otherwise) of the principal of and interest otherwise (including any interest, fees, costs or charges the amount that would accrue become due but for the provisions operation of the automatic stay under Section 362(a) of Title 11 of the United States Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of 1978, as amended (the United States Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation“Bankruptcy Law”)) together with interest on the Loans made by the Lenders tooverdue principal, if any, and interest on any overdue interest, to the promissory notes held by each Lender ofextent lawful, the Borrowers and all other Obligations from time to time owing obligations of the Company to the Lenders Holders or Administrative Agent by any Loan Party under any Loan Documentthe Trustee hereunder or thereunder shall be paid in full 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 Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s2) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, 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, whether at Stated Maturity, by acceleration or otherwise. For the avoidance of doubt, the priority of payment relating to the PropCo Guarantees between the Securities and other lenders and/or noteholders is set forth in the Subordination Agreements and herein. (a) Each PropCo 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 action to enforce the same, any waiver or consent by any Holder with respect to any 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 legal or equitable discharge or defense of such PropCo Guarantor. (b) Each PropCo 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 PropCo Guarantee shall not be discharged as to any 2028 Debenture except by complete performance of the obligations contained in such 2028 Debenture, the Indenture and the PropCo Guarantee. Each PropCo Guarantor acknowledges that the PropCo Guarantee is a guarantee of payment, performance and compliance when due and not of collection. Each PropCo 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 such PropCo Guarantor to enforce the PropCo Guarantee without first proceeding against the Company. Each PropCo Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the 2028 Debentures, to collect interest on the 2028 Debentures, or to enforce or exercise any other right or remedy with respect to the 2028 Debentures, such PropCo Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company or a PropCo Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or a PropCo Guarantor, any amount paid by any of them to the Trustee or such Holder, the PropCo Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each PropCo Guarantor further agrees that, as between such PropCo Guarantor, on one hand, and the Holders and the Trustee on the other hand, (1) subject to the provisions of the PropCo Guarantee, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Base Indenture for the purposes of the PropCo 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 obligation as provided in Article Five of the Base Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by such PropCo Guarantor for the purpose of the PropCo Guarantee. (d) The PropCo 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, guarantee as a primary obligor and not as a surety to each Revolving Credit Lender and the Administrative Agent and their respective successors and assigns, assigns the prompt payment in full in cash 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 interest that would accrue but for the provisions of the Title 11 of the United States Bankruptcy Code or other applicable bankruptcy or insolvency legislation after any bankruptcy or insolvency petition under Title 11 of the United States Bankruptcy Code, the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans made by the Revolving Credit Lenders to, and the promissory notes Notes held by each Revolving Credit Lender of, the Borrowers Borrower and all other amounts and Obligations from time to time owing to the Revolving Credit Lenders or the Administrative Agent by Borrower under this Agreement and under the Notes and by any Loan Party Obligor under any Loan Documentof the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Revolving Credit Lender or any Affiliate of any Revolving Credit Lender in respect of any Swap 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 Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender Lender, each other holder of a Guaranteed Obligation (as hereinafter defined) and the 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, and to the promissory notes held by each Lender of, the Borrowers Borrower and all fees, indemnification payments and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments, in each case strictly in accordance with the terms thereof and including all interest, fees and expenses accrued or incurred subsequent to the commmencement of any bankruptcy or insolvency proceedings with respect to the 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 Borrowers or other Guarantor(s) 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 in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Lender (and each Affiliate thereof party to any Hedging Agreement or holding any Cash Management Obligations), each Issuing Lender and the Administrative Agent and their respective successors and assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demandacceleration, by acceleration prepayment or otherwise) of the principal Guaranteed Obligations 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, and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)Guarantor. The Guarantors Each Guarantor hereby jointly and severally agree further agrees that if the Borrowers or other Guarantor(s) 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 Guarantors such Guarantor will promptly pay the same in cashsame, 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 a Person arising under a Hedging Agreement entered into at the time such Person (or an Affiliate thereof) is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly ------------- and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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, and to the promissory notes held by each Lender of, the Borrowers Company and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by the Company under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments (including, without limitation, all Reimbursement Obligations), and all obligations of the Company or any of its Subsidiaries to any Lender or any affiliate of a Lender in respect of any 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 Borrowers or other Guarantor(s) 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 in cashsame, 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 any Guaranteed Obligations to a Person arising under an agreement entered into at the time such Person (or an affiliate thereof) is a "Lender" party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans, Reimbursement Obligations and other interests 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and Each Guarantor hereby guarantees to each Subsidiary 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, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Creditors 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 of (a) 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, and the promissory notes held by each Lender of, Swing Line Loans and the Borrowers L/C Reimbursement Obligations and all fees, indemnification payments and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or the Administrative Agent or any of them by any Loan Party Obligor under any of the Loan DocumentDocuments, and (b) all obligations of the Borrower to any Lender (or any affiliate thereof) under any 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 Guarantors hereby further jointly and severally agree that if the Borrowers or other Guarantor(s) Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Lender (and each Affiliate thereof party to any Swap Agreement), each Issuing Lender and the Administrative Agent and their respective successors and assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demandacceleration, by acceleration prepayment or otherwise) of the principal Guaranteed Obligations of and interest such Guarantor. Each Subsidiary Guarantor hereby further agrees that if either Borrower (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, and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors Company hereby jointly and severally agree further agrees that if the Borrowers or other Guarantor(sSubsidiary 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 Guarantors such Guarantor will promptly pay the same in cashsame, 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 a Person arising under a Swap Agreement entered into at the time such Person (or an Affiliate thereof) is a Lender shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its Affiliate) may have assigned all of its Loans and other interests 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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 (i) 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 Code and (ii) any other applicable bankruptcy or insolvency legislationDebtor Relief Laws) on the Loans made by the Lenders to, and the promissory notes Notes, if any, held by each Lender of, the Borrowers Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan DocumentDocument or Holdings or any Restricted Subsidiary under any Secured Hedge Agreement or any Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors will promptly pay the same in cash, without any demand or notice whatsoeverwhatsoever (except to the extent otherwise required by any Loan Document), 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the Administrative Agent Lessors 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 scheduled or otherwise) of the principal of and interest (, including any interest, fees, costs or charges amounts that would accrue become due but for the provisions operation of the automatic stay under Title 11 of the United States Code or other applicable bankruptcy or insolvency legislation after (the “Bankruptcy Code”)) of (i) all payments of Lessee under this Lease Agreement to Lessors, including the payment of 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 toTermination Payment Amount, and the promissory notes held by each Lender ofall fees, the Borrowers indemnification payments, premium and all other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Lenders or Administrative Agent by Lessee under this Lease Agreement and (ii) all other obligations of any Loan Party Obligor under any Loan Documentthis 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 Guarantors hereby further jointly and severally agree that if the Borrowers or other Guarantor(s) 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 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 in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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, feesfees (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 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 Code and (ii) any other applicable bankruptcy or insolvency legislationDebtor Relief Laws) on the Loans made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrowers, and all other Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor) from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party (other than such Guarantor with respect to its primary obligations) under any Loan Document, any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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”) Guarantors hereby, jointly and severally guaranteeseverally, as a primary obligor and not as a surety guarantee to each Lender Lender, the Issuing Banks and the 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 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 (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to, and to the promissory notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders Lenders, the Issuing Banks or the Administrative Agent by the Borrower under this Agreement and by any Loan Party Obligor under any of the other Loan DocumentDocuments, and all obligations of the Borrower to any Lender (or any affiliate of any Lender) in respect of any Hedging 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 Borrowers or other Guarantor(s) 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 in cashsame, 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 a Person arising under a Hedging Agreement (other than Hedging Agreements in respect of prices of commodities) entered into at the time such Person (or an affiliate thereof) is a “Lender” party to this Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of its Loans and other interests 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. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (A) 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 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 Code and (ii) any other applicable bankruptcy or insolvency legislationBankruptcy Laws) on the Loans made by the Lenders to, and the promissory notes Notes, if any, held by each Lender of, the Borrowers Borrower and all other (B) Obligations from time to time owing to the Lenders or Administrative Agent by any Loan Party arising under any Loan DocumentPermitted 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 Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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, and the promissory notes Note(s) held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or Administrative the Agent by any Loan Party the Borrower under any Loan Documentthe Credit Agreement and under the Notes and all LC Disbursements and all Other Indebtedness and interest thereon, 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 Borrowers or other Guarantor(s) 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 in cashsame, 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. In addition to the foregoing, the Subsidiary Guarantors agree, as principal obligors and not as guarantors only, to pay to the Agent and each of the Lenders forthwith upon demand, in immediately available funds, all fees, expenses and costs, including, without limitation, reasonable attorney's fees and expenses, incurred or expended by any of them in connection with this Guarantee and the preservation and enforcement of its or their rights hereunder, together with interest on amounts recoverable under this Guarantee from the time such amounts become due until payment at the Post-Default Rate.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly ------------- and severally guarantee, guarantee as a primary obligor and not as a surety to each Lender and the 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, and the promissory notes Notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or Administrative Agent by Borrower under this Agreement and under the Notes and by any Loan Party Obligor under any Loan Documentof the other Credit Documents, and all obligations of Borrower or any Subsidiary to any Lender or any Affiliate of any Lender in respect of any Swap 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 jointly and severally agree that if the Borrowers or other Guarantor(s) 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 in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary Each 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, hereby jointly and severally guaranteewith the other Guarantors guarantees, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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 (i) 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 Code and (ii) any other applicable bankruptcy or insolvency legislationDebtor Relief Laws) on the Loans made by the Lenders to, and the promissory notes Notes, if any, held by each Lender of, the Borrowers Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan DocumentDocument or Holdings or any Restricted Subsidiary under any Secured Hedge Agreement or any Cash Management Obligations, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the Administrative Agent and their respective successors and assignsassigns (and each Subsidiary Guarantor that was a party to the Existing Subsidiary Guarantee, as in effect before giving effect to the amendment and restatement thereof effected hereby, hereby jointly and severally confirms to each Lender and the Administrative Agent and their respective successors and assigns its guarantee of) 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, and the promissory notes Note(s) held by each Lender of, the Borrowers Company and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by any the Company under the Loan Party under any Loan DocumentDocuments (including, without limitation, all Reimbursement Obligations) and all Interest Rate Obligations owing by the Obligors to the Lenders and their affiliates, 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 Borrowers or other Guarantor(sCompany (or, in the case of Interest Rate Obligations, any Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby unconditionally jointly and severally guarantee, as a primary obligor and not merely as a surety surety, to each Lender and the Administrative Agent and their respective successors and assigns, for the benefit of the Guaranteed Parties (i) 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 and all fees, indemnification obligations and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter payable or becoming payable or now existing or hereafter arising, by the Lenders to, Borrower under this Agreement and the promissory notes held by each Lender of, the Borrowers and all other Obligations from time to time owing to the Lenders or Administrative Agent by any Obligor under the Loan Party Documents and (ii) all obligations of the Obligors to U.S. Bank National Association under any Loan DocumentCash Management Agreement, in each case strictly in accordance with the terms thereof thereof, including all interest and expenses accrued or incurred subsequent to the commencement of any bankruptcy, insolvency or other similar proceeding with respect to the Borrower or any other Obligor, whether or not such interest or expenses are allowed as a claim in such proceeding (such obligations being herein collectively called collectively, the “Guaranteed Obligations”). The Subsidiary Guarantors hereby further unconditionally jointly and severally agree that (a) if the Borrowers or other Guarantor(s) 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 in cashsame, without any demand or notice whatsoever, and that (b) in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same Guaranteed Obligations 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. This is a continuing guaranty and is a guaranty of payment and not merely of collection, and shall apply to all Guaranteed Obligations whenever arising.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and The Guarantor hereby guarantees to each Subsidiary 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, as a primary obligor and not as a surety to each Lender and the Administrative Agent Guaranteed Creditors 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, 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 (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 Advances made by the Lenders to, and to the promissory notes held by each Lender of, the Borrowers Company and all fees, indemnification payments, premium and other Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders or Lenders, the Administrative Agent or any other Secured Parties by the Company, the Guarantor or any Loan Party other Parent Entity under the Credit Agreement or under any Loan Documentof the Credit Documents, 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 Guarantors Guarantor hereby jointly and severally agree further agrees that if the Borrowers or other Guarantor(s) 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 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 in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Lender, each Affiliate of a Lender that enters into a Swap Contract or a Treasury Management Agreement, each Secured Party and the Administrative Agent and their respective successors and assignsassigns as hereinafter provided, as primary obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, by required as a mandatory prepayment, declarationby acceleration, demand, by acceleration as a mandatory cash collateralization or otherwise) and, for the avoidance of doubt, 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, and the promissory notes Notes held by each Lender of, the Borrowers Borrower, and all other Secured Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan Document, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if any of the Borrowers or other Guarantor(s) shall fail to pay 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 Guarantors will will, jointly and severally, 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 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, The Loan Parties hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Lender and the Administrative Agent 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 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 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, and the promissory notes Notes held by each Lender of, the Borrowers Borrowers, and all other Secured Obligations from time to time owing to the Lenders or Administrative Agent Secured Parties by any Loan Party under any Loan DocumentDocument or any Hedging Agreement or Treasury Services Agreement entered into with a counterparty that is a Secured Party to the extent designated by the Borrowers 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 Guarantors Loan Parties hereby jointly and severally agree that if the Borrowers or other Guarantor(sLoan Party(ies) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Loan Parties 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 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 Guarantee. Holdings, Intermediate Holdco The Guarantors that are not Canadian Credit Parties (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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 “Non-Canadian Guarantors”) hereby, hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Lender Agent and the Administrative Agent Lenders 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 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 under the comparable provisions of any other applicable bankruptcy or insolvency legislation Debtor Relief Law) after any bankruptcy or insolvency petition is filed under Title 11 of the United States CodeCode whether or not any such interest, fees, costs or charges are allowed in any proceeding thereunder) the BIA, the CCAA, the WURA or other applicable bankruptcy or insolvency legislation) on the Loans Loan made by the Lenders to, and the promissory notes Notes held by each Lender of, the Borrowers Borrower, and all other Obligations from time to time owing to Agent and the Lenders or Administrative Agent by any Loan other Credit Party under any Loan Document, in each case strictly in accordance with the terms thereof Document (such obligations being herein collectively called the “Guaranteed Obligations”). The Non-Canadian Guarantors hereby jointly and severally agree that if the Borrowers 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 Guarantors 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 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 Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each The Subsidiary 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, Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the Administrative Agent 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 Drawings made by the Lenders to, and to the promissory notes held by each Lender of, the Borrowers Borrower and all other Obligations amounts from time to time owing to the Lenders or Administrative Agent the Secured Party Representatives by the Borrower under this Agreement, the Note Purchase Agreement and Credit Agreement and by any Loan Party Borrower Group Company under any Loan Documentof the other 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 Borrowers or other Guarantor(s) 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 in cashsame, 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, Drawings, and other interests herein) at the time a claim is to be made in respect of such SG Guaranteed Obligations.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumption) and each Subsidiary 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, as a primary obligor and not as a surety Holdings hereby guarantees to each Lender, each Secured Cash Management Bank, each Secured Swap Provider, each Issuing Lender and the 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, and the promissory notes held by each Lender of, to the Borrowers (including without limitation, any Incremental Loans), all LC Disbursements and all other Obligations amounts from time to time owing to the Lenders Secured Parties by the Borrowers under the Credit Agreement or Administrative Agent by under any other Loan Document, and all obligations of the Company or any of its Subsidiaries to any Secured Party under any Loan DocumentSecured Cash Management Agreement or Secured Swap Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree Holdings further agrees that if the Borrowers or any Borrower of other Guarantor(s) obligations shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Holdings will promptly pay the same in cashsame, 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.

The Guarantee. Holdings, Intermediate Holdco (before and until the Assumption), U.S. Borrower (from and after the Assumptiona) and each Subsidiary 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, The CALI Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Lender and the 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, and the promissory notes Notes held by each Lender of, the Borrowers CALI and all other Obligations amounts from time to time owing to the Lenders or the Administrative Agent by ▇▇▇▇ under this Agreement and under the Notes and by any Loan Party Obligor under any Loan Documentof the other Credit Documents, and all obligations of the Parent 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 “Guaranteed Obligations”"CALI GUARANTEED OBLIGATIONS"). The CALI Guarantors hereby further jointly and severally agree that if the Borrowers or other Guarantor(s) CALI shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the CALI Guaranteed Obligations, the CALI Guarantors will promptly pay the same in cashsame, 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. (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, 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 and the CasTech Guaranteed Obligations, 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 Facility shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Joint Obligations, the other Borrowers under such Facility 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 Joint 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.