Common use of The Guarantee Clause in Contracts

The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The It is acknowledged that the Company shall use the proceeds from the sale of the Notes to repay existing Indebtedness and for other general corporate purposes to the benefit of the FOXTELNXEA Consolidated Group, of which the Company and the Member Guarantors are a part. For such valuable consideration, the receipt and sufficiency of which are hereby jointly acknowledged, 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 Secured Party and their respective successors and permitted 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 (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made Notes (including, without limitation, any interest on any overdue principal, Make-Whole Amount or Modified Make-Whole Amount, if any, and, to the extent permitted by applicable law, on any overdue interest and on amounts described in Section 13 of the Lenders to, Note and the Notes held by each Lender of, each Borrower, Guarantee Agreement) and all other Secured Obligations amounts from time to time owing to by the Secured Parties by any Loan Party Company under any Loan Document or Bank Product the Note and Guarantee Agreement entered into with a counterparty that is a Secured Partyand under the Notes (including, without limitation, costs, expenses and taxes), and (b) the prompt performance and observance by the Company of all obligations covenants, agreements and conditions on its part to be performed and observed under any of the foregoingNote 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”). In addition to the guarantee contained herein, each Each Member Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree further agrees that if Borrower(s) the 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 as if it was the principal obligorwhatsoever, 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 renewal. Without prejudice renewal and (y) pay to any Holder such amounts, to the generality extent lawful, as shall be sufficient to pay the reasonable costs and expenses of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and collection or of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to otherwise enforcing any of such Holder’s rights under the Loan Documents and/or any facility or amount made available under any Note and Guarantee Agreement, including, without limitation, reasonable counsel fees. All obligations of the Loan Documents for Member Guarantors under this Section 2.01 shall survive the purposes transfer of or in connection with any Note, and any obligations of the following: acquisitions 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 nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension Note shall also survive the payment of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingNote.

The Guarantee. The Guarantors Guarantor hereby jointly agrees to unconditionally and severally guaranteeirrevocably guarantee (the form of such guarantee to be established as provided in Section 2.5), as a primary obligor subject to the terms and not as a surety conditions of the Guarantee, to each Secured Party Holder of a Security authenticated and their respective successors delivered by the Trustee (a) the due and permitted assigns, the prompt punctual payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and any premium and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document amounts on or Bank Product Agreement entered into with a counterparty that is a Secured Party, in respect of such Security and the performance of all obligations under any due and punctual payment of the foregoing, in each case strictly in accordance with the terms thereof sinking fund payments (such obligations being herein collectively called the “Guaranteed Obligations”). In addition if any) provided for pursuant to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of such Security, when and as the Foreign Guarantees same shall govern the obligations of such Guarantors. The Guarantors hereby jointly become due and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (payable, whether at stated maturityStated Maturity, by acceleration acceleration, redemption, repayment or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Security and of this Indenture and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture and the Securities. In case of the failure of the Company punctually to pay any such principal, premium, interest or renewalsinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Without prejudice In case of the failure of the Company to perform any other obligation of the Company to the generality Holders of Section 7.01 and Section 7.02Securities of any series, each for whatever reason, the Guarantor expressly confirms that it intends that this guarantee shall extend from time be obligated to time to any (however fundamental and of whatsoever nature and whether perform or not more onerous) variation, increase, extension or addition of or to any cause the performance of the Loan Documents and/or same immediately. An Event of Default under this Indenture or the Securities of any facility or amount made available series shall constitute an event of default under any this Guarantee, and shall entitle the Holders of Securities of such series to accelerate the obligations of the Loan Documents for Guarantor hereunder in the purposes of or in connection with any same manner and to the same extent as the obligations of the following: acquisitions Company. The Trustee is entitled to enforce the Guarantee in accordance with the provisions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.Article V.

The Guarantee. The Guarantors Guarantor hereby jointly and severally guarantee, as a primary obligor and not as a surety unconditionally guarantees to each Secured Party Holder of the Notes authenticated and their respective delivered by the Trustee and to the Trustee and its successors and permitted assigns, irrespective of the prompt payment in full when due validity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwisei) of the principal of and interest (including any premium, if any, and interest, fees, costs or charges accruing after on the commencement of an Insolvency ProceedingNotes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or not allowed (or which would have accruedotherwise, but for the commencement of such an Insolvency Proceeding)) and interest on the Loans made by the Lenders tooverdue principal of and interest on premium, if any, and interest, on the Notes held by each Lender ofif any, each Borrowerif lawful, and all other Secured Obligations from time to time owing obligations of the Company to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any Holders of the foregoingNotes or the Trustee hereunder or thereunder shall be promptly 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”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”ii) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed ObligationsNotes or any of such other obligations, that the same will shall be promptly paid in full when due (or performed in accordance with the terms of the extension or renewal, whether at extended stated maturity, by acceleration or otherwise) . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same, any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or any change in accordance the ownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the terms event of such extension insolvency or renewalbankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantor's guarantee under this Section shall not be discharged except by complete performance of the obligations of the Company and the Guarantor contained in the Notes, this Supplemental Indenture and the Indenture. Without prejudice If any Holder or the Trustee is required by any court or otherwise to return to the generality of Section 7.01 Company, 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 thereof to the Trustee or such Holder, the Guarantor's guarantee under this Section, to the extent theretofore discharged, shall be reinstated in full force and Section 7.02, each effect. The Guarantor expressly confirms agrees that it intends that this guarantee shall extend from time to time not be entitled to any (however fundamental and right of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or subrogation in relation to any the Holders of the Loan Documents and/or Notes in respect of any facility or amount made available under any obligations guaranteed hereby until payment in full in cash of all obligations with respect to the Notes guaranteed hereby. The Guarantor further agrees that, as between itself as guarantor, on the one hand, and the Holders of the Loan Documents Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of the Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in connection with any respect of the following: acquisitions obligations with respect to the Notes guaranteed hereby and (y) in the event of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes for which of its guarantee hereunder. The Guarantor also agrees to pay any such facility and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or amount might be made available from time to time; and any fees, costs and/or expenses associated with Holder in enforcing any of the foregoingrights under this Section.

The Guarantee. The Each of the Subsidiary Guarantors and any other Person that becomes a Subsidiary Guarantor after the Closing Date hereby jointly guarantees to the Agent and severally guaranteethe Lenders, as a primary obligor and not as a surety to each Secured Party and their respective successors successors, endorsees, transferees and permitted assigns, the full and prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demandacceleration, by acceleration demand or otherwise) and performance of the indebtedness, liabilities and other obligations of the Borrower to the Agent and the Lenders under or in connection with this Agreement, the Notes and the other Loan Documents, including all unpaid principal of the Loans, all interest accrued thereon, all fees due under this Agreement and all other amounts payable by the Borrower to the Agent and the Lenders hereunder or in connection herewith. The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness, liabilities and obligations may be or hereafter become unenforceable or shall be an allowed or disallowed claim in any insolvency proceeding and including interest (including any interest, fees, costs or charges accruing that accrues after the commencement by or against any Credit Party or any of an Insolvency Proceedingits Subsidiaries of any insolvency proceeding naming such Credit Party or such Subsidiary as the debtor in such insolvency proceeding. The foregoing indebtedness, whether or not allowed (or which would have accrued, but for liabilities and other obligations of the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time indebtedness, liabilities and obligations to time owing be paid or performed by the Subsidiary Guarantors in connection with this Section 12.1 shall hereinafter be collectively referred to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called as the “Guaranteed Obligations.”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Guarantors Guarantee set forth in this Article Sixteen shall only be in effect with respect to Securities of a Series to the extent such Guarantee is made applicable to such Series in accordance with Section 3.01. The Guarantor hereby jointly and severally guarantee, as a primary obligor and not as a surety unconditionally guarantees to each Secured Party Holder of a Guaranteed Security authenticated and their respective successors delivered by the Trustee the due and permitted assigns, the prompt punctual payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of of, any premium and interest (including any intereston, fees, costs or charges accruing after the commencement of an Insolvency Proceedingsuch Guaranteed Security, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturityStated Maturity, by acceleration acceleration, redemption, repayment or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Guaranteed Security and this Indenture. In case of the failure of the Company punctually to pay any such principal, premium, interest or renewalany additional amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Without prejudice The Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Guaranteed Security or this Indenture, any failure to enforce the provisions of any Guaranteed Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Guaranteed Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Guaranteed Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, any premium and interest on, and any additional amounts required with respect to, the Guaranteed Securities and the complete performance of all other payment obligations contained in the Guaranteed Securities. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Guaranteed Security, in whole or in part, is rescinded or must otherwise be repaid to the generality Company or the Guarantor upon the bankruptcy, liquidation or reorganization of Section 7.01 the Company, the Guarantor or otherwise. The Guarantor shall be subrogated to all rights of the Holder of any Guaranteed Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, any premium and Section 7.02interest on, and any additional amounts required with respect to, all Guaranteed Securities shall have been paid in full. This instrument may be executed in any number of counterparts, each Guarantor expressly confirms that it intends that this guarantee of which so executed shall extend from time to time to any (however fundamental be deemed an original, but all such counterparts shall together constitute but one and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingsame instrument.

The Guarantee. The Guarantors Parent hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans (including the C$ Loans) made by the Lenders to, and the Notes Note(s) and the C$ Note(s) held by each Lender of, the Company, the Canadian Borrower, the Swiss Borrower, each Other Subsidiary Borrower and each Additional Borrower, and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Party Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partyany other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the performance of all obligations under any expenses of the foregoingAdministrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors Parent hereby jointly and severally agree further agrees that if Borrower(s) any Borrower (or other Guarantor(sany Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Parent will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The (a) In consideration of (1) the substantial direct and indirect benefits to be derived by the Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety result of the Banks making the Commitments available to each Secured Party and their respective successors and permitted assignsthe Company, including, without limitation, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of advances to be made available to such an Insolvency Proceeding)) on the Loans made Guarantors by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations Company from time to time owing from the proceeds of Advances lent to the Secured Parties Company hereunder, (2) the substantial direct and indirect benefits to be derived by the Company and the Guarantors as a result of the Banks making the Letter of Credit Subfacility available to the Company and the Guarantors, including, without limitation, the Letters of Credit issued or to be issued by the Agent on behalf of the Banks for the account of the Company or any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured PartyGuarantor, and (3) substantial direct and indirect benefits to be derived by the Guarantors as a result of Barclays Bank PLC making the other First Tier Facilities available under the Barclays Agreement, pursuant to which the Guarantors shall receive further direct and indirect benefit, each Guarantor hereby absolutely, unconditionally and irrevocably, jointly and severally, guarantees to each of the Banks, the Agent and the Collateral Agents the due and punctual payment and performance of all obligations under any the Obligations of the foregoingCompany and each other Guarantor as and when the same shall become due and payable, in each case strictly in accordance with the whether at maturity, by acceleration, mandatory prepayment or otherwise, according to their terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such GuarantorsGuarantor in respect of such guarantee, its "Guaranty Obligations"). The Guarantors hereby jointly and severally agree that if Borrower(s) In case of -------------------- failure by the Company or other Guarantor(s) shall fail such Guarantor punctually to pay in full or perform the Obligations, each Guarantor hereby unconditionally and irrevocably agrees to cause such payment or performance to be made punctually as and when the same shall become due (and payable, whether at stated maturity, by acceleration prepayment, declaration or otherwise) any of , and as if such payment or performance were made by the Guaranteed ObligationsCompany or such Guarantor. The foregoing guarantees (collectively, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time "Guaranty") shall be -------- guarantees of payment or renewal and not 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingcollection merely.

The Guarantee. The Guarantors (a) Each Guarantor hereby jointly unconditionally guarantees (i) the full and severally guaranteepunctual payment of the Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), when and as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assignsdue, the prompt payment in full when due (whether at stated maturity, by required prepaymentacceleration, declaration, demand, by acceleration upon one or more dates set for prepayment or otherwise, (ii) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made all other amounts payable by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations Borrowers from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLenders, the Security Trustee or the Administrative Agent under the Credit Agreement and the other Credit Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to any of the Lenders, the Security Trustee and the Administrative Agent that are required to be paid by the Borrowers pursuant to the terms of the Credit Agreement or any other Credit Document) and (iii) performance of the Obligations of the Borrowers in each case strictly in accordance with their terms. Upon failure by the terms thereof (Borrowers to pay punctually any such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained hereinamount, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Credit Agreement or the relevant other Credit Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Obligations of the Borrowers now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of all Obligations of the Borrowers and the termination or expiration of the Revolving Loan Commitments pursuant to the Credit Agreement. This guaranty is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law guarantee of such Person’s jurisdiction due and punctual payment and performance and not of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingcollectibility.

The Guarantee. The Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each of the Secured Party Parties and their respective successors and permitted assigns, assigns the prompt and complete payment in full when due (whether at stated maturity, and performance by required prepayment, declaration, demand, by acceleration or otherwise) the Borrower and each other Guarantor of the principal of and interest (including any interest, Obligations. The foregoing obligation shall include all fees, costs or charges accruing after the commencement of an Insolvency Proceedingindemnification payments, premium, make-whole and other amounts whatsoever, whether direct or not allowed (indirect, absolute or which would have accruedcontingent, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations now or hereafter from time to time owing or existing to the Secured Parties Lenders or the Administrative Agent by the Borrower under the DIP Credit Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower 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 Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligor, whatsoever. The Subsidiary Guarantors also jointly and severally agree 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. Without prejudice to the generality of Section 7.01 DIP BrandCo Guarantee and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.Security Agreement

The Guarantee. The Guarantors (a) Each Guarantor hereby jointly absolutely, irrevocably and severally guaranteeunconditionally guarantees the full and punctual payment of (i) the Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any Exhibit F to Credit Agreement – Form of Guaranty Agreement CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), when and as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assignsdue, the prompt payment in full when due (whether at stated maturity, by required prepaymentacceleration, declaration, demand, by acceleration upon one or more dates set for prepayment or otherwise, (ii) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made all other amounts payable by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations Borrower from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLenders, the Collateral Agent, the Administrative Agent, any Issuing Bank or the Secured Hedging Counterparties (together, the “Guaranteed Parties”) under the Guaranty Documents, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the extent provided therein all reasonable fees and disbursements of counsel to any Guaranteed Party that are required to be paid by the Borrower pursuant to the terms of any Guaranty Document) and (iii) performance of the Obligations of the Borrower in each case strictly in accordance with the their terms thereof (such obligations being herein collectively called collectively, the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed Upon failure by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail Borrower to pay in full when due (whether at stated maturity, by acceleration or otherwise) punctually any of the Guaranteed Obligations, the Guarantors will promptly each Guarantor agrees that it shall forthwith on demand pay the same in cash, without any demand or notice whatsoever as if it was amount not so paid at the principal obligor, place and that in the manner specified in any Guaranty Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of any extension of time of payment or renewal of any of the all Guaranteed Obligations, the same will be promptly paid in full when . This guaranty is a guarantee of due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms and punctual payment and performance and not of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingcollectibility.

The Guarantee. The Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each of the Second Lien Secured Party Parties and their respective successors and permitted assigns, assigns the prompt and complete payment in full when due (whether at stated maturity, and performance by required prepayment, declaration, demand, by acceleration or otherwise) the Borrower and each other Guarantor of the principal of and interest (including any interest, Second Lien Obligations. The foregoing obligation shall include all fees, costs or charges accruing after the commencement of an Insolvency Proceedingindemnification payments, premium, make-whole and other amounts whatsoever, whether direct or not allowed (indirect, absolute or which would have accruedcontingent, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations now or hereafter from time to time owing or existing to the Secured Parties Term B-2 Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower 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 Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligor, whatsoever. The Subsidiary Guarantors also jointly and severally agree 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Guarantors Each Guarantor hereby jointly and severally guarantee, as a primary obligor and not as a surety unconditionally guarantees to each Secured Party the Holders from time to time of the Notes (a) the full and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after premium on any Note when and as the commencement of an Insolvency Proceedingsame shall become due, whether at the Stated Maturity thereof, by acceleration, redemption or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders tootherwise, and (b) the Notes held by each Lender offull and prompt payment of any interest on and any Additional Amounts with respect to any Note when and as the same shall become due, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, subject in each case strictly to any applicable grace period or notice requirement or both (the "Guarantee"). Each Guarantor also hereby unconditionally guarantees to the Trustee the full and prompt payment of all amounts due it from the Company under the Indenture. The Guarantee hereunder constitutes a guarantee of payment and not of collection. The obligations of each of the Guarantors hereunder with respect to a series of Notes shall be absolute and unconditional and shall remain in full force and effect until the entire principal of, premium (if any) and interest on and any Additional Amounts with respect to the Notes of such series shall have been paid or provided for in accordance with the terms thereof (provisions of such obligations being herein collectively called series and of the “Guaranteed Obligations”). In addition Indenture, irrespective of the validity, regularity or enforceability of any Note of such series or the Indenture, any change or amendment thereto, the absence of any action to enforce the guarantee contained hereinsame, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed any waiver or consent by the Applicable Law Trustee or the Holder of any Note of such Person’s jurisdiction series with respect to any provision of organization (each such Guarantee, a “Foreign Guarantee”) and to Note or the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereofIndenture, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case recovery of any extension judgment against the Company or any action to enforce the same, or any other circumstances that may otherwise constitute a legal or equitable discharge or defense of time a Guarantor. Each Guarantor hereby waives presentment or demand 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 notice to such Guarantor with the terms of such extension or renewal. Without prejudice respect to the generality Notes and the obligations evidenced thereby or hereby. Each Guarantor further waives any right of Section 7.01 and Section 7.02, set-off or counterclaim it may have against any Holder of a Note arising from any other obligations any such Holder may have to the Company or any Guarantor. The obligations of each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time make any payment hereunder may be satisfied by causing the Company to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any make such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingpayment.

The Guarantee. The Guarantors Guarantor hereby jointly fully, unconditionally and severally guaranteeirrevocably guarantees, as a primary obligor and not merely as a surety surety, to each Secured Party Holder of the Securities and their respective successors the Trustee the full and permitted assigns, the prompt punctual payment in full when due (and payable, whether at stated maturity, by required prepayment, declaration, demandupon redemption or repurchase, by acceleration acceleration, or otherwise) , of the principal of and premium, if any, and interest on the Securities and any other obligations of the Company under this Indenture, including, without limitation, the obligations of the Company under Section 706 hereof (all the foregoing being hereinafter collectively called the “Obligations”). The Guarantor further agrees (to the extent permitted by law) that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this Article Four notwithstanding any extension or renewal of any Obligation. The Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Securities or the Obligations. The obligations of the Guarantor hereunder shall not be affected by (a) the failure of the Trustee or any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Obligations or any of them; or (e) any change in the ownership of the Company. The Guarantor further agrees that the Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Obligations. The obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any interestclaim of waiver, feesrelease, costs surrender, alteration or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders tocompromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the Notes held by each Lender ofinvalidity, each Borrower, and all other Secured illegality or unenforceability of the Obligations from time to time owing to or otherwise. Without limiting the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in each the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity. The Guarantor further agrees that the Guarantee herein shall continue to be effective or be reinstated, as the case strictly in accordance with may be, if at any time payment, or any part thereof, of principal of and premium, if any, or interest on any of the terms thereof (such obligations being herein collectively called Obligations is rescinded or must otherwise be restored by any Holder upon the “Guaranteed Obligations”)bankruptcy or reorganization of the Company or otherwise. In addition furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, the Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by Holders an amount equal to the Applicable Law sum of (i) the unpaid amount of such Person’s jurisdiction of organization Obligations then due and owing and (each ii) accrued and unpaid interest on such Guarantee, a “Foreign Guarantee”) Obligations then due and owing (but only to the extent that not prohibited by law). The Guarantor further agrees that, as between the provisions of this ARTICLE VII shall duplicate or conflict with Guarantor, on the provisions thereofone hand, and the terms Holders, on the other hand, (x) the maturity of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors Obligations guaranteed hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay may be accelerated as provided 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 as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in connection with any respect of the following: acquisitions Obligations guaranteed hereby and (y) in the event of any nature; increasing working capital; enabling investor distributions such declaration of acceleration of such Obligations, such Obligations (whether or Dividends not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee. The Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or the Holders in enforcing any rights under this Section. The Guarantor acknowledges that the Guarantee of any Security is evidenced by this Article Four and that no separate endorsement need be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available executed to new borrowers; any other variation or extension make such Guarantee a valid legally, binding and enforceable obligation of the purposes for which Guarantor. Furthermore, any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any obligation on the part of the foregoingCompany hereunder to authorize, execute and deliver any new, exchanged or replaced Securities shall also be applicable to the Guarantor’s Obligations under its Guarantee in respect of such new, exchanged or replaced Security.

The Guarantee. The Guarantors Guarantor hereby jointly and severally guarantee, as a primary obligor and not as a surety unconditionally guarantees to each Secured Party and their respective successors and permitted assigns, the 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Senior Loans made by the Lenders to, and the Senior Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to amounts whatsoever now or hereafter payable or becoming payable by the Secured Parties by any Borrower under the CTR Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingDocuments, in each case strictly in accordance with the terms thereof (such the obligations guaranteed hereby being herein collectively called the “"Guaranteed Obligations”). In addition ") provided, however that the aggregate amount for which the Guarantor is liable hereunder to pay to the guarantee contained hereinSenior Lenders after the date hereof pursuant to this Agreement shall not exceed the lesser of (a) U.S.$12,000,000, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed and (b) U.S.$12,000,000 less (i) any amounts paid after the date hereof by the Applicable Law Guarantor (as opposed to the Borrower) to the Senior Lenders (or either of such Person’s jurisdiction them) as contemplated in paragraphs 16(b)(ii), 18(i) or 18(l) of organization 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 such Guarantee, a “Foreign Guarantee”) and 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 provisions Term Sheet to the payment of this ARTICLE VII 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 duplicate or conflict with the provisions be a permanent reduction thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors Guarantor hereby jointly and severally agree further agrees that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors 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 as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality This Agreement is a continuing guaranty and is a guaranty of Section 7.01 payment and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and is not merely a guaranty of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingcollection.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and to the Notes held by each Lender of, each Borrower, Borrower and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02For purposes hereof, each Guarantor expressly confirms it is understood that it intends that this guarantee shall extend from time to time any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (however fundamental and of whatsoever nature and whether or not more onerousan affiliate thereof) variationis party hereto as a Lender shall continue to constitute Guaranteed Obligations, increase, extension notwithstanding that such Person (or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends its affiliate) has ceased to be made; carrying out restructurings; refinancing existing facilities; refinancing any a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other indebtedness; making facilities available interests herein) at the time a claim is to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any in respect of the foregoingsuch Guaranteed Obligations.

The Guarantee. The Guarantors Each Guarantor hereby absolutely and unconditionally, jointly and severally guaranteeguarantees, as a primary obligor and not as a surety to each Secured Party guaranty of payment and their respective successors performance and permitted assignsnot merely as a guaranty of collection, the prompt payment in full when due (due, whether at stated maturity, by required prepayment, declarationupon acceleration, demand, by acceleration demand or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender ofat all times thereafter, each Borrower, of any and all other Secured Obligations from time to time owing (for each Guarantor, subject to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partyproviso in this sentence, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the its “Guaranteed Obligations”). In addition ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the guarantee contained hereinlargest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor that is a Foreign SubsidiaryGuarantor, as well as Holdings, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall execute a Guarantee governed not be affected by the Applicable Law genuineness, validity, regularity or enforceability of such Person’s jurisdiction the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of organization (each such Guaranteeany collateral therefor, a “Foreign Guarantee”) and or by any fact or circumstance relating to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern Secured Obligations which might otherwise constitute a defense to the obligations of such the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. The Guarantors hereby jointly expressly waive diligence, presentment, demand of payment, protest and severally agree all notices whatsoever, and any requirement that if Borrower(s) the Agent, the L/C Issuer or any Lender exhaust any right, power or remedy or proceed against the Borrower hereunder or under the other Guarantor(s) shall fail Loan Documents or any other agreement or instrument referred to pay in full when due (whether at stated maturityherein or therein, by acceleration or otherwise) against any other Person under any other guarantee of, or security for, any of the Guaranteed Secured Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Guarantors Company hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans (including the C$ Loans) made by the Lenders to, and the Notes Note(s) and the C$ Note(s) held by each Lender of, each Borrower, any of the Borrowers and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Party Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partyany other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the performance of all obligations under any expenses of the foregoingAdministrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of the Company). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors Company hereby jointly and severally agree further agrees that if Borrower(s) any Borrower (or other Guarantor(sany Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Company will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Guarantors Guarantor hereby jointly and severally guarantee, as a primary obligor and not as a surety unconditionally guarantees to each Secured Party Holder of the Notes authenticated and their respective delivered by the Trustee and to the Trustee and its successors and permitted assigns, irrespective of the prompt payment in full when due validity and enforceability of this Supplemental Indenture, the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwisei) of the principal of and interest (including any premium, if any, and interest, fees, costs or charges accruing after on the commencement of an Insolvency ProceedingNotes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or not allowed (or which would have accruedotherwise, but for the commencement of such an Insolvency Proceeding)) and interest on the Loans made by the Lenders tooverdue principal of and interest on premium, if any, and interest, on the Notes held by each Lender ofif any, each Borrowerif lawful, and all other Secured Obligations from time to time owing obligations of the Company to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any Holders of the foregoingNotes or the Trustee hereunder or thereunder shall be promptly 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”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”ii) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed ObligationsNotes or any of such other obligations, that the same will shall be promptly paid in full when due (or performed in accordance with the terms of the extension or renewal, whether at extended stated maturity, by acceleration or otherwise) . Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be obligated to pay or perform the same immediately. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Supplemental Indenture or the Indenture, the absence of any action to enforce the same, any amendment or modification of or waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same, any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor, or any change in accordance the ownership of the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the terms event f insolvency or bankruptcy of such extension the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that the Guarantor's guarantee under this Section shall not be discharged except by complete performance of the obligations of the Company and the Guarantor contained in the Notes, this Supplemental Indenture and the Indenture. If any Holder or renewal. Without prejudice the Trustee is required by any court or otherwise to return to the generality of Section 7.01 Company, 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 thereof to the Trustee or such Holder, the Guarantor's guarantee under this Section, to the extent theretofore discharged, shall be reinstated in full force and Section 7.02, each effect. The Guarantor expressly confirms agrees that it intends that this guarantee shall extend from time to time not be entitled to any (however fundamental and right of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or subrogation in relation to any the Holders of the Loan Documents and/or Notes in respect of any facility or amount made available under any obligations guaranteed hereby until payment in full in cash of all obligations with respect to the Notes guaranteed hereby. The Guarantor further agrees that, as between itself as guarantor, on the one hand, and the Holders of the Loan Documents Notes and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes of the Guarantor's guarantee hereunder, notwithstanding any stay, injunction or other prohibition preventing such acceleration in connection with any respect of the following: acquisitions obligations with respect to the Notes guaranteed hereby and (y) in the event of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension declaration of acceleration of such obligations as provided in Article VI of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes for which of its guarantee hereunder. The Guarantor also agrees to pay any such facility and all costs and expenses (including reasonable attorney's fees and expenses) incurred by the Trustee or amount might be made available from time to time; and any fees, costs and/or expenses associated with Holder in enforcing any of the foregoingrights under this Section.

The Guarantee. The Guarantors FMPO hereby jointly unconditionally and severally guarantee, irrevocably guarantees as a primary obligor and not merely as a surety to each Secured Party the due and their respective successors punctual payment and permitted assigns, the prompt payment in full performance when and as due (whether at stated maturity, by required notice of prepayment, declaration, demand, by upon acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) Obligations. FMPO agrees that it shall pay on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under demand any of the foregoingObligations for which it is liable pursuant to this Guarantee which has remained unpaid by the relevant Borrower for five Business Days after such amount is due or demanded from the relevant Borrower; provided that if an event referred to in Section 7.01(h) or (i) of the Consolidated Credit Agreement has occurred with respect to a Borrower, such amounts shall be payable on demand by FMPO without the necessity of any demand on such Borrower. The obligations of FMPO under this Guarantee shall be a guarantee of payment and not of collection. Upon payment by FMPO of any sums to a Lender or an Agent as provided above in this Guarantee, FMPO shall be subrogated to the rights of such Lender or Agent, as applicable, against such Borrower with respect to such payment; provided, that all rights of FMPO against a Borrower arising as a result thereof by way of right of subrogation or otherwise shall in all respect be subordinated and junior in right of payment to the prior payment in full of all the Obligations to the Lenders and the Agents and shall not be exercised by FMPO prior to payment in full of all Obligations and termination of the Commitments. If any amount shall be paid to FMPO on account of any amount paid by FMPO pursuant to this Guarantee or otherwise at any time when all the Obligations shall not be paid in full, such amount shall be held in trust by FMPO for the benefit of Agents and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied to the Obligations, whether matured or unmatured. At such time as all Obligations owing to each Lender have been paid in full and its Commitment terminated, each Lender shall, in each case strictly in accordance with the terms thereof a reasonable manner, assign (such obligations being herein collectively called the “Guaranteed Obligations”). In addition subject to the guarantee contained hereincontinued effectiveness and the reinstatement provided for above) the amount of the Obligations owed to it and paid by FMPO pursuant to this Guarantee to FMPO, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and assignment to be pro tanto to the extent that to which the provisions of this ARTICLE VII Obligations in question were discharged by FMPO, or make such other disposition thereof as FMPO shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due reasonably direct (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, all without any demand representation or notice whatsoever as if it was the principal obligorwarranty by, and that in the case of or any extension of time of payment or renewal of any of the Guaranteed Obligationsrecourse to, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingLender).

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender, the LC Bank and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders toto the Borrowers, of the reimbursement obligations (and the Notes held by each Lender ofinterest thereon) and cover in respect of Letters of Credit, each Borrower, fees provided for hereunder and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders, the LC Bank or the Administrative Agent by the Borrowers under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother 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”"). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby Subsidiary Guarantorshereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02For purposes hereof, each Guarantor expressly confirms it is understood that it intends that this guarantee shall extend from time to time any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (however fundamental and of whatsoever nature and whether or not more onerousan affiliate thereof) variationis party hereto as a Lender shall continue to constitute Guaranteed Obligations, increase, extension notwithstanding that such Person (or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends its affiliate) has ceased to be made; carrying out restructurings; refinancing existing facilities; refinancing any a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other indebtedness; making facilities available interests herein) at the time a claim is to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any in respect of the foregoingsuch Guaranteed Obligations.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes Note(s) held by each Lender of, each Borrower, of the Parent and the Company and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by each of the Parent and the Company under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any Loan Party under petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of each of the Parent and the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partyany other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the performance of all obligations under any expenses of the foregoingAdministrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”) (other than, with respect to any Subsidiary Guarantor, any Excluded Swap Obligation of such Subsidiary Guarantor). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) the Parent or other Guarantor(s) the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes Note(s) held by each Lender of, each Borrower, of the Parent and the Company and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by each of the Parent and the Company under the Loan Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Parent under the Parent Guaranty, the obligations of the Company under the Company Guaranty, all interest accruing after the filing of any Loan Party under petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Parent or the Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of each of the Parent and the Company to the Administrative Agent or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partyany other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the performance of all obligations under any expenses of the foregoingAdministrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) the Parent or other Guarantor(s) the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Obligations Unconditional The obligations of the Subsidiary Guarantors under Section 2.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Credit Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 2.2 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without prejudice to limiting the generality of Section 7.01 the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder which shall remain absolute and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend unconditional as described above: at any time or from time to time, without notice to the Subsidiary Guarantors, the time to for any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition performance of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection compliance with any of the following: acquisitions of any natureGuaranteed Obligations shall be extended, or such performance or compliance shall be waived; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingacts mentioned in any of the provisions of the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or any lien or security interest granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Parent or the Company under the Credit Agreement or the Notes or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

The Guarantee. The Guarantors Subsidiary Guarantor hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders toto the Borrowers, all Reimbursement Obligations and the Notes held by each Lender of, each Borrower, interest thereon and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders (or, in Subsidiary Guarantee Agreement respect of any Interest Rate Protection Agreement, any affiliate of a Lender) or the Administrative Agent by any Loan Party the Borrowers under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partythe Credit Agreement, and the performance of all obligations under any Hedging Indebtedness of the foregoingBorrowers, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each The Subsidiary Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree further agrees that if Borrower(s) or other Guarantor(s) the Borrowers shall fail to pay in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Subsidiary Guarantor will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice For purposes hereof, it is understood that 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 the generality Credit Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of Section 7.01 its Loans, Reimbursement Obligations and Section 7.02other interests in the Credit Agreement and, each Guarantor expressly confirms that it intends that this guarantee shall extend from therefore, at the time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends a claim is to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingCredit Agreement.

The Guarantee. The Guarantors (a) Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guaranteeirrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, as a primary obligor this Supplemental Indenture and not as a surety the Notes, and guarantees to each Secured Party Holder of a Note authenticated and their respective successors delivered by the Trustee, and permitted assignsto the Trustee for itself and on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturity, by required prepayment, declaration, demandStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the principal of Bankruptcy Law), together with interest on the overdue principal, if any, and interest (including on any overdue interest, fees, costs or charges accruing after to the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrowerextent lawful, and all other Secured Obligations from time to time owing obligations of the Issuer to the Secured Parties by any Loan Party under any Loan Document Holders or Bank Product Agreement entered into with a counterparty that is a Secured Partythe Trustee hereunder or thereunder will be paid in full or performed, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof hereof and thereof; and (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”2) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). Without prejudice The Guarantor hereby agrees (to the generality extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of Section 7.01 and Section 7.02the validity, each Guarantor expressly confirms that it intends that regularity or enforceability of the Notes, the Indenture or this guarantee shall extend from time Supplemental Indenture, the absence of any action to time enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (however fundamental to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of whatsoever nature the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or not more onerous) variationotherwise, increaselegal proceedings may be instituted by the Trustee on behalf of, extension or addition by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantors to enforce the Guarantee without first proceeding against the Issuer or to any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Loan Documents and/or Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any facility other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount made available under 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 Loan Documents Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or such Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee on the other hand, (1) subject to this Section 212, the maturity of the obligations guaranteed hereby may be accelerated as provided in the Indenture for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in connection with any respect of the following: acquisitions obligations guaranteed hereby, and (2) in the event of any nature; increasing working capital; enabling investor distributions acceleration of such obligation as provided in the Indenture, such obligations (whether or Dividends not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of the Guarantee. The Guarantee shall remain in full force and effect and continue to be made; carrying out restructurings; refinancing existing facilities; refinancing effective should any other indebtedness; making facilities available to new borrowers; petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any other variation or extension significant part of the purposes for which Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any such facility or amount might be made available from time to time; payment and any fees, costs and/or expenses associated with any performance of the foregoingNotes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

The Guarantee. The Guarantors Each Guarantor hereby jointly and ------------- severally guarantee, as a primary obligor and not as a surety guarantees to each Secured Party and their respective successors and permitted assigns, Lender (a) 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 payable on the Loan, (including any interestb) the payment of all other Obligations (including, feeswithout limitation, costs or charges accruing after the commencement of an Insolvency Proceedingindemnities, whether or not allowed (or which would have accruedfees and interest thereon and all Obligations which, but for the commencement automatic stay under Section 362(a) of such an Insolvency Proceeding)) on the Loans made by the Lenders to, Bankruptcy Code and the Notes held by each Lender of, each Borroweroperation of Sections 502(b) and 506(b) of the Bankruptcy Code would become due, and all other Secured interest accruing on the Obligations from time to time owing to after the Secured Parties filing of a petition by or against the Borrower or any Loan Party of its subsidiaries under the Bankruptcy Code, in accordance with and at the rate (including the Default Rate) specified in this Agreement whether or not the claim for such interest is allowed as a claim after such filing in any Loan Document proceeding under the Bankruptcy Code) of the Borrower now existing or Bank Product Agreement entered into hereafter incurred under, arising out of, or in connection with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLoan Documents, (c) the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each case strictly any of the Loan Documents, (d) the payment of all sums advanced by Lender under or pursuant hereto, with interest thereon from the due date thereof, until paid, at the applicable rate specified in accordance with Section 2.6 and (e) all renewals, extensions, amendments and changes of, or substitutions or replacements for, all or any part of the terms thereof foregoing (all such obligations being herein collectively called principal, interest, obligations, indebtedness, performance, compliance and payments, collectively, the “"Guaranteed Obligations”"). In addition to the guarantee contained herein, each Each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and ---------------------- severally agree further agrees that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (after giving effect to any cure periods) (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 as if it was the principal obligor, and that in the case of any extension of time whatsoever. Each Guarantor's guarantee provided herein is a guarantee of payment or renewal and not 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingcollection.

The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of of, and premium and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which that would have accrued, accrue but for the commencement provisions of such an Insolvency Proceeding)the Bankruptcy Code after any bankruptcy or insolvency petition under the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingDocument, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) 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 cashcash as if they were the principal obligor, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to Each Guarantor agrees with each Secured Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the generality Secured Parties immediately on demand against any cost, loss or liability it incurs as a result of Section 7.01 and Section 7.02a Loan Party not paying any amount which would, each Guarantor expressly confirms that but for such unenforceability, invalidity or illegality, have been payable by it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any Loan Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Article VII if the amount claimed had been recoverable on the basis of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoinga guarantee.

The Guarantee. The Each of the Guarantors hereby hereby, jointly and severally guaranteeseverally, as a primary obligor and not as a surety guarantees to each Secured Party Lender, each Issuing Bank and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans Advances made by the Lenders to, and the Notes held by each Lender of, each the Borrower, and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders, the Issuing Banks and the Administrative Agent by (and to each affiliate thereof that is a party to any Loan Party under any Loan Document or Bank Product Hedging Agreement entered into with a counterparty that is a Secured Partywith) the Borrower under this Agreement, any Hedging Agreement and the performance of all obligations under any of the foregoing, in each case Notes strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02For purposes hereof, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time is understood any Guaranteed Obligations to any Person arising under an agreement entered into at the time such Person (however fundamental 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 Advances, its obligations in respect of Letters of Credit and of whatsoever nature and whether or not more onerous) variationother interests in this Agreement and, increasetherefor, extension or addition of or to any of at the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends time a claim is to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation made in respect of such Guaranteed Obligations, such Person (or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingits affiliate) is no longer a "Lender" party hereto.

The Guarantee. The Guarantors Guarantor hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Secured Party of the Guaranteed Creditors and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans Advances made by the Lenders to, and to the Notes held by each Lender of, each Borrower, Company and all fees, indemnification payments, premium and other Secured Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing or existing to the Lenders, the Administrative Agent or any other Secured Parties by the Company, the Guarantor or any Loan Party other Parent Entity under any Loan Document the Credit Agreement or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingCredit 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”). In addition to the guarantee contained herein, each The Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree further agrees that if Borrower(s) or other Guarantor(s) the 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 as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each of the First Lien Secured Party Parties and their respective successors and permitted assigns, assigns the prompt and complete payment in full when due (whether at stated maturity, and performance by required prepayment, declaration, demand, by acceleration or otherwise) the Borrower and each other Guarantor of the principal of and interest (including any interest, First Lien Obligations. The foregoing obligation shall include all fees, costs or charges accruing after the commencement of an Insolvency Proceedingindemnification payments, premium, make-whole and other amounts whatsoever, whether direct or not allowed (indirect, absolute or which would have accruedcontingent, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations now or hereafter from time to time owing or existing to the Secured Parties Term B-1 Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower 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 Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligor, whatsoever. The Subsidiary Guarantors also jointly and severally agree 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each of the Secured Party Creditors and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders toto the Borrower. The foregoing obligation shall include all fees, indemnification payments, premium, make-whole and the Notes held by each Lender ofother amounts whatsoever, each Borrowerwhether direct or indirect, and all other Secured Obligations absolute or contingent, now or hereafter from time to time owing or existing to the Secured Parties Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of BrandCo Guarantee and Security Agreement 4841-1063-1838V11 doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower 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 Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligor, whatsoever. The Subsidiary Guarantors also jointly and severally agree 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guaranteeseverally, as a primary obligor and not merely as a surety surety, guarantee to each Secured Party Lender, each Issuing Lender, each other holder of a Guaranteed Obligation and the Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders toto the Borrower, (b) each payment required to be made by the Borrower in respect of any Letter of Credit, including payments in respect of reimbursement of LC Disbursements, interest thereon and obligations to provide cash collateral, and the Notes held by each Lender of(c) all fees, each Borrowerindemnification payments and other amounts whatsoever, and all other Secured Obligations whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Secured Parties Lenders, the Issuing Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother Loan Documents, in each case strictly in accordance with the terms thereof and including all interest, fees and expenses accrued or incurred subsequent to the commencement of any 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”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. (a) The Guarantors REIT hereby jointly irrevocably, fully and severally guarantee, as a primary obligor and not as a surety unconditionally guarantees (the “Guarantee”) to each Secured Party Holder of a Note and their respective to the Trustee and its successors and permitted assigns, irrespective of the prompt payment validity and enforceability of this Indenture, the Notes, the obligations of the Company under this Indenture or the Notes or restrictions of any kind on the Company’s performance of its obligations under this Indenture or the Notes, and waiving all rights of objection and defense arising from the Notes, that: (i) the principal of, and interest on, the Notes will be punctually paid in full when due (due, whether at stated maturityon the Maturity Date or Interest Payment Date, by required prepaymentacceleration, declarationcall for redemption, demand, by acceleration repurchase at the option of Holders or otherwise; (ii) all other obligations of the principal of and interest Company to the Holders (including without limitation the delivery of amounts due upon exchange in accordance with the provisions of Article 14) or the Trustee (in any interest, fees, costs of its capacities hereunder and including but not limited to the indemnities set forth in Section 7.06) under this Indenture or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender ofwill be promptly paid or delivered in full, each Borroweras the case may be, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with Indenture and the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly Notes; and severally agree that if Borrower(s(iii) 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 as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any Notes or any of the Guaranteed Obligationssuch other obligations thereunder, the same they will be promptly paid or delivered in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such the extension or renewal, whether on the Maturity Date or any Interest Payment Date, by acceleration, call for redemption, repurchase at the option of holders, upon exchange or otherwise. Without prejudice Failing payment when due of any amount so guaranteed for whatever reason, the REIT shall be obligated to pay the generality same before failure so to pay becomes an Event of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time Default with respect to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any Notes. If the Company defaults in the payment of the Loan Documents and/or principal of, interest on or amounts due upon exchange with respect to, the Notes when and as the same shall become due, whether on the Maturity Date, any facility Interest Payment Date, by acceleration, upon exchange, call for redemption, or amount made available under otherwise, without the necessity of action by the Trustee or any of Holder, the Loan Documents for the purposes of or REIT shall be required to promptly make such payment in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingfull.

The Guarantee. The Guarantors (a) Each Guarantor hereby jointly unconditionally guarantees the full and severally guaranteepunctual payment of (i) the Obligations (including interest accruing at the then applicable rate provided in the Credit Agreement after the maturity thereof and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Loan Party thereunder whether or not a claim for post-filing or post-petition interest is allowed or allowable in such proceeding), when and as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assignsdue, the prompt payment in full when due (whether at stated maturity, by required prepaymentacceleration, declaration, demand, by acceleration upon one or more dates set for prepayment or otherwise, (ii) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made all other amounts payable by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations Borrower from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLenders, the Collateral Agent or the Administrative Agent under the Credit Agreement and the other Credit Documents or any of the Lenders or their Affiliates under the Lender Rate Contracts, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including to the extent provided therein all reasonable fees and disbursements of counsel to any of the Lenders, the Collateral Agent and the Administrative Agent that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement or any other Credit Document or any of the Lenders or their Affiliates under the Lender Rate Contracts) and (iii) performance of the Obligations of the Borrower in each case strictly in accordance with the their terms thereof (such obligations being herein collectively called collectively, the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed Upon failure by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail Borrower to pay in full when due (whether at stated maturity, by acceleration or otherwise) punctually any of the Guaranteed Obligations, the Guarantors will promptly each Guarantor agrees that it shall forthwith on demand pay the same in cash, without any demand or notice whatsoever as if it was amount not so paid at the principal obligor, place and that in the manner specified in the Credit Agreement or the relevant other Credit Document, as the case may be. This guaranty is absolute, irrevocable and unconditional in nature and is made with respect to any and all Guaranteed Obligations now existing or in the future arising. Each Guarantor’s liability under this Guaranty Agreement shall continue until full satisfaction of any extension of time of payment or renewal of any of the all Guaranteed Obligations, the same will be promptly paid in full when . This guaranty is a guarantee of due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms and punctual payment and performance and not of such extension or renewalcollectibility. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.EXHIBIT 99.3

The Guarantee. (a) The Guarantors Guarantor hereby jointly unconditionally and severally guaranteeirrevocably guarantees (the “Guarantee”) to each holder of a Note authenticated and delivered by the Fiscal Agent the full and immediate payment of the principal of, and any premium and interest on, such Note (and any Additional Amounts payable in respect thereof) when and as the same shall become due and payable, whether on stated maturity, upon acceleration, by call for redemption or otherwise, as a primary obligor provided in the Note. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. The Guarantor shall make any and all payments required to be made pursuant to the Guarantee immediately upon receipt of notice by the Fiscal Agent. The Guarantor further agrees that the Guarantee constitutes an absolute, unconditional, irrevocable, present and continuing guarantee of payment and not as a surety of collection, and waives any right to each Secured Party and their respective successors and permitted assignsrequire that any resort be had by the holder to the holder’s rights against any other party (including, for the avoidance of doubt, the prompt Issuer), or any other right or remedy available to the holder by contract, applicable law or otherwise. The obligations of the Guarantor under the Guarantee shall be absolute, unconditional, irrevocable and immediately enforceable when each payment under the Notes is due, and the Guarantor shall not be discharged with respect to any Note except by payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of thereof and any premium and interest thereon (including and any interestAdditional Amounts payable in respect thereof). To the extent permitted by law, feessuch obligations shall not be affected, costs modified, released or charges accruing after impaired by any state of facts or the commencement occurrence of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations any event from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partytime, and the performance of all obligations under any of the foregoingincluding, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained hereinwithout limitation, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent permitted by law (i) any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of the Guarantor from the performance or observation of any obligation, covenant or agreement contained in the Guarantee, (ii) any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor, (iii) any waiver, compromise, settlement, termination or other release or reduction of the performance by the Issuer of any or all of its obligations under this Agreement for any reason whatsoever, including by an enforceable bankruptcy order, and (iv) any extension of the time for payment of any payment due under the Note or any modification or amendment of any obligation, covenant or agreement of the Issuer set forth in the Note for any reason whatsoever, including by an enforceable bankruptcy order. The obligations of the Guarantor under this Section 2 shall terminate when all of the obligations in respect of the Notes shall have been paid in full. The Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that each holder of Notes exhaust any right, power or remedy or proceed against the Issuer under this Agreement or any other agreement or instrument referred to herein or therein. The Guarantor shall be subrogated to all rights of each holder of Notes against the Issuer in respect of any amounts paid to such holder by the Guarantor pursuant to the provisions of this ARTICLE VII the Guarantee; provided, however, that the Guarantor shall duplicate not be entitled to enforce, or conflict with to receive any payments arising out of or based upon, such right of subrogation until the provisions principal of, any premium and interest on, all the Notes (and any Additional Amounts payable in respect thereof, the terms of the Foreign Guarantees ) shall govern the obligations of such Guarantorshave been paid in full. The Guarantors hereby jointly and severally agree that if Borrower(s) Guarantee shall continue to be effective, or other Guarantor(s) shall fail to pay in full when due (whether at stated maturitybe reinstated, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal may be, in respect of any of the Guaranteed Obligationsamounts guaranteed if at any time payment, or any part thereof, of such amounts is rescinded or must otherwise be restored or returned by the holder of Notes upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or the Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the same Issuer or the Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this Section 2(a) by reason of its status as such stockholder, officer, director, employee or incorporator. The Guarantee set forth in this Section 2(a) shall not be valid or become obligatory for any purpose with respect to a Note until the certificate of authentication on such Note upon which the notation of the Guarantee is endorsed as set forth in Section 2(b) shall have been signed by or on behalf of the Registrar. The Guarantee will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance unsecured and will rank pari passu with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 all other present and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental future unsecured and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any unsubordinated obligations of the Loan Documents and/or any facility or amount made available under any Guarantor (save for such as may be preferred by mandatory provision of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingapplicable law).

The Guarantee. The Guarantors Each Guarantor and the Borrower hereby jointly and severally guaranteeguarantees, as a primary obligor and not as a surety surety, to each Secured Party and their respective its successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by or acceleration or otherwise) of the principal of and interest on (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which that would have accrued, accrue but for the commencement provisions of such an Insolvency Proceeding)Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code) on the Loans made by the Lenders to, and the Notes held by each Lender of, each the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Credit Party or any of its Restricted Subsidiaries under any Loan Document or Bank Product any Secured Cash Management Agreement or Secured Hedging Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to Each Guarantor and the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors Borrower hereby jointly and severally agree that if Borrower(s) if, in the case of such Guarantor, the Borrower or any other Guarantor(s) Guarantor, and in the case of the Borrower, any Guarantor, shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will and the Borrower in its capacity as a Guarantor under this Article VII will, promptly following the occurrence and during the continuance of a Declared Default, pay the same in cash, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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) ), following the occurrence and during the continuance of a Declared Default, in accordance with the terms of such extension or renewal. Without prejudice Notwithstanding any provision hereof or in any other Loan Document to the generality 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 7.01 1(a)(18) of the Commodity Exchange Act, as amended, and Section 7.02, each Guarantor expressly confirms no Credit Party shall be deemed to have entered into or guaranteed any Hedging Agreement at any time that it intends that this such Credit Party is not an eligible contract participant. The guarantee shall extend made by the Borrower hereunder relates solely to the Secured Obligations from time to time owing to the Secured Parties by any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of Credit Party other than the Loan Documents and/or any facility or amount made available Borrower under any of the Loan Documents for the purposes of Secured Cash Management Agreement or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions Secured Hedging Agreement. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or Dividends to other support as may be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available needed from time to time; time by each other Credit Party to honor all of its obligations under this Guarantee 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 Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any feesgreater 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 Guarantee in accordance with Section 7.09 hereof. Each Qualified ECP Guarantor intends that this Section 7.01 constitute, costs and/or expenses associated with any 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 foregoingCommodity Exchange Act.

The Guarantee. The Guarantors Each Guarantor hereby absolutely and unconditionally, jointly and severally guaranteeguarantees, as a primary obligor and not as a surety to each Secured Party guaranty of payment and their respective successors performance and permitted assignsnot merely as a guaranty of collection, the prompt payment in full when due (due, whether at stated maturity, by required prepayment, declarationupon acceleration, demand, by acceleration demand or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender ofat all times thereafter, each Borrower, of any and all other Secured Obligations from time to time owing (for each Guarantor, subject to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partyproviso in this sentence, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the its “Guaranteed Obligations”). In addition ; provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the guarantee contained hereinlargest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other applicable Law. The Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor that is a Foreign SubsidiaryGuarantor, as well as Holdings, and conclusive for the purpose of establishing the amount of the Secured Obligations absent manifest error. This Guaranty shall execute a Guarantee governed not be affected by the Applicable Law genuineness, validity, regularity or enforceability of such Person’s jurisdiction the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of organization (each such Guaranteeany collateral therefor, a “Foreign Guarantee”) and or by any fact or circumstance relating to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern Secured Obligations which might otherwise constitute a defense to the obligations of such the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. The Guarantors hereby jointly expressly waive diligence, presentment, demand of payment, protest and severally agree all notices whatsoever, and any requirement that if Borrower(s) the Agent, the LC Issuer or any Lender exhaust any right, power or remedy or proceed against the Borrower hereunder or under the other Guarantor(s) shall fail Loan Documents or any other agreement or instrument referred to pay in full when due (whether at stated maturityherein or therein, by acceleration or otherwise) against any other Person under any other guarantee of, or security for, any of the Guaranteed Secured Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender, each Issuing Lender and each Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by to each Lender of, each Borrower, Borrower and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders, the Issuing Lenders or the Administrative Agents by each Borrower under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Borrower under any of the foregoingother Loan Documents, all amounts owing by each Borrower to any Lender or any affiliate of any Lender under any Hedging Agreement to which such Lender or affiliate is a party, in each case strictly in accordance with the terms hereof and thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby further jointly and severally agree that if Borrower(s) 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 will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice 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, 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 generality benefits of Section 7.01 and Section 7.02this paragraph unless, each Guarantor expressly confirms that at the time it intends that this guarantee ceased to be a Lender hereunder, it shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any have notified the applicable Administrative Agent of the Loan Documents and/or any facility or amount made available under any existence of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingHedging Agreement.

The Guarantee. The Guarantors Guarantor hereby jointly agrees to unconditionally and severally guarantee, irrevocably guarantee (the form of such guarantee to be established as a primary obligor and not as a surety provided in Section 2.5) to each Secured Party Holder of a Security authenticated and their respective successors delivered by the Trustee (a) the due and permitted assigns, the prompt punctual payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of of, any premium and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time amounts on, or in respect of, on and, if applicable, any Additional Tax Sums with respect to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, such Security and the performance of all obligations under any due and punctual payment of the foregoing, in each case strictly in accordance with the terms thereof sinking fund payments (such obligations being herein collectively called the “Guaranteed Obligations”). In addition if any) provided for pursuant to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of such Security, when and as the Foreign Guarantees same shall govern the obligations of such Guarantors. The Guarantors hereby jointly become due and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (payable, whether at stated maturityStated Maturity, by acceleration acceleration, redemption, repayment or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension Security and of this Indenture and (b) the full and punctual performance within the applicable grace periods of all other obligations of the Company under this Indenture and the Securities. In case of the failure of the Company punctually to pay any such principal, premium, interest (including any Additional Interest), Additional Tax Sums or renewalsinking fund payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Company. Without prejudice In case of the failure of the Company to perform any other obligation of the Company to the generality Holders of Section 7.01 and Section 7.02Securities of any series, each for whatever reason, the Guarantor expressly confirms that it intends that this guarantee shall extend from time be obligated to time to any (however fundamental and of whatsoever nature and whether perform or not more onerous) variation, increase, extension or addition of or to any cause the performance of the Loan Documents and/or same immediately. An Event of Default under this Indenture or the Securities of any facility or amount made available series shall constitute an event of default under any this Guarantee, and shall entitle the Holders of Securities of such series to accelerate the obligations of the Loan Documents for Guarantor hereunder in the purposes of or in connection with any same manner and to the same extent as the obligations of the following: acquisitions Company. The Trustee is entitled to enforce this Guarantee in accordance with the provisions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingArticle VI.

The Guarantee. The Guarantors following is the text of the Guarantee of the Notes that will be endorsed on the Global Notes and the definitive Notes. General Motors Corporation (the “Guarantor”) hereby jointly unconditionally guarantees to the holder of this Note duly authenticated and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assignsdelivered by the Fiscal Agent, the prompt due and punctual 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 together with any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time Additional Amounts payable pursuant to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of this Note), on this Note, when and as the Foreign Guarantees same shall govern become due and payable, whether at maturity or upon redemption or upon declaration of acceleration or otherwise according to the obligations terms of this Note and of the Fiscal and Paying Agency Agreement. In case of default by General Motors Nova Scotia Finance Company (the “Company”) in the payment of any such Guarantorsprincipal or interest (together with any Additional Amounts payable pursuant to the terms of this Note), the Guarantor agrees duly and punctually to pay the same. The Guarantors Guarantor hereby jointly agrees that its obligations hereunder shall be absolute and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case unconditional irrespective of any extension of the time for payment of payment this Note, any modification of this Note, any invalidity, irregularity or renewal unenforceability of this Note or the Fiscal and Paying Agency Agreement, any failure to enforce the same or any waiver, modification or indulgence granted to the Company with respect thereto by the holder of this Note or the Fiscal Agent, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Guaranteed ObligationsCompany, any right to require a demand or proceeding first against the same Company, protest or notice with respect to this Note or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this guarantee will not be promptly paid discharged as to this Note except by payment in full when due of the principal of, and interest (whether at extended maturity, by acceleration or otherwise) in accordance together with any Additional Amounts payable pursuant to the terms of such extension this Note), thereon. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or renewal. Without prejudice otherwise, upon making any payment hereunder (i) to be subrogated to the generality rights of Section 7.01 and Section 7.02a holder against the Company with respect to such payment or otherwise to be reimbursed, each Guarantor expressly confirms that it intends that this indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment, in the nature of contribution or for any other reason, from any other obligor with respect to such payment. This guarantee shall extend from time not be valid or become obligatory for any purpose with respect to time to any (however fundamental and this Note until the certificate of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any authentication on this Note shall have been signed by the Fiscal Agent. This guarantee is governed by the laws of the Loan Documents and/or any facility or amount made available under any State of the Loan Documents for the purposes New York, United States of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingAmerica.

The Guarantee. The Guarantors (a) Subject to this Section 212, the Guarantor hereby jointly unconditionally and severally guaranteeirrevocably guarantees on a senior unsecured basis the Notes and the obligations of the Issuer under the Indenture, as a primary obligor this Supplemental Indenture and not as a surety the Notes, and guarantees to each Secured Party Holder of a Note authenticated and their respective successors delivered by the Trustee, and permitted assignsto the Trustee for itself and on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the Notes will be paid in full when due (due, whether at stated maturity, by required prepayment, declaration, demandStated Maturity, by acceleration or otherwiseotherwise (including the amount that would become due but for the operation of the automatic stay under Section 362(a) of the principal of Bankruptcy Law), together with interest on the overdue principal, if any, and interest (including on any overdue interest, fees, costs or charges accruing after to the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrowerextent lawful, and all other Secured Obligations from time to time owing obligations of the Issuer to the Secured Parties by any Loan Party under any Loan Document Holders or Bank Product Agreement entered into with a counterparty that is a Secured Partythe Trustee hereunder or thereunder will be paid in full or performed, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof hereof and thereof; and (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”2) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any Notes or of the Guaranteed Obligationsany such other obligations, the same will shall be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) performed in accordance with the terms of such the extension or renewal, whether at Stated Maturity, by acceleration or otherwise (the “Guarantee”). Without prejudice The Guarantor hereby agrees (to the generality extent permitted by applicable law) that its obligations hereunder shall be unconditional, irrespective of Section 7.01 and Section 7.02the validity, each Guarantor expressly confirms that it intends that regularity or enforceability of the Notes, the Indenture or this guarantee shall extend from time Supplemental Indenture, the absence of any action to time enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other guarantor, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Guarantor hereby waives (however fundamental to the extent permitted by applicable law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee shall not be discharged as to any Note except by complete performance of whatsoever nature the obligations contained in such Note, the Indenture, this Supplemental Indenture and such Guarantee. The Guarantor acknowledges that the Guarantee is a guarantee of payment, performance and compliance when due and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or not more onerous) variationotherwise, increaselegal proceedings may be instituted by the Trustee on behalf of, extension or addition by, the Holder of such Note, subject to the terms and conditions set forth in this Supplemental Indenture, directly against such Guarantor to enforce the Guarantee without first proceeding against the Issuer or to any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Loan Documents and/or Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any facility other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder the amount made available under 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 Loan Documents for Holders. If any Holder or the purposes of Trustee is required by any court or otherwise to return to the Issuer or the Guarantor, or any custodian, trustee, liquidator or other similar official acting in connection with relation to either the Issuer or such Guarantor, any amount paid by any of them to the following: acquisitions of any nature; increasing working capital; enabling investor distributions Trustee or Dividends such Holder, the Guarantee, to the extent theretofore discharged, shall be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.reinstated in full force and

The Guarantee. The Whether at stated maturity, by acceleration or otherwise, including amounts that would become due but for the operation of the automatic stay under Debtor Relief Laws, the Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each of the Third Lien Secured Party Parties and their respective successors and permitted assigns, assigns the prompt and complete payment in full when due (whether at stated maturity, and performance by required prepayment, declaration, demand, by acceleration or otherwise) the Borrower and each other Guarantor of the principal of and interest (including any interest, Third Lien Obligations. The foregoing obligation shall include all fees, costs or charges accruing after the commencement of an Insolvency Proceedingindemnification payments, premium, make-whole and other amounts whatsoever, whether direct or not allowed (indirect, absolute or which would have accruedcontingent, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations now or hereafter from time to time owing or existing to the Secured Parties Term B-3 Lenders or the Administrative Agent by the Borrower under the Credit Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingLoan Documents, in each case strictly in accordance with the terms thereof (thereof. For the avoidance of doubt, the obligations under this Section 2 includes all interest, fees, premium, make-whole 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, fees, premium, make-whole or expenses are enforceable or allowed as a claim in such proceeding. All of the obligations being herein in this Section 2.01 shall be collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower 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 Debtor Relief Laws) any of the Guaranteed Obligations strictly in accordance with the terms of any document or agreement evidencing any such Guaranteed Obligations, including in the amounts, in the currency and at the place expressly agreed to thereunder, irrespective of and without giving effect to any law, order, decree or regulation in effect from time to time of the jurisdiction where the Borrower, any Subsidiary Guarantor or any other Person obligated on any such Guaranteed Obligations is located, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligor, whatsoever. The Subsidiary Guarantors also jointly and severally agree 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Subsidiary Guarantors hereby hereby, jointly and severally guaranteeseverally, as a primary obligor and not as a surety guarantee to each Secured Party Lender, the Issuing Banks and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans (and, in the case of Letters of Credit, LC Disbursements) made by the Lenders to, and to the Notes held by each Lender of, each Borrower, Borrower and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders, the Issuing Banks or the Administrative Agent by the Borrower under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother Loan Documents, 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”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice 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 generality 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 Section 7.01 its Loans and Section 7.02other interests in this Agreement and, each Guarantor expressly confirms that it intends that this guarantee shall extend from at the time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends a claim is to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available made in respect of such Guaranteed Obligations, such Person (or its affiliate) is no longer a “Lender” party to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingthis Agreement.

The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby 202 jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be mademade (including the Closing Date Distribution); carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and to the Notes held by each Lender of, each Borrower, Borrower and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother Loan Documents, and all obligations of the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any Hedging Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “"Guaranteed Obligations”"). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice 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 (to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of extent the Loan Documents and/or any facility or amount made available under any of the Loan Documents same has been designated as a "Hedging Agreement" for the purposes of this Article III in a written notice delivered from the Borrower to the Administrative Agent) shall continue to constitute Guaranteed Obligations, notwithstanding that such Person (or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends its affiliate) has ceased to be made; carrying out restructurings; refinancing existing facilities; refinancing any a Lender party hereto (by assigning all of its Commitments, Loans and other indebtedness; making facilities available interests herein) at the time a claim is to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any in respect of the foregoingsuch Guaranteed Obligations.

The Guarantee. The Guarantors Guarantor hereby jointly irrevocably and severally guaranteeunconditionally guarantees (the "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 Secured Party Holder of a 2028 Debenture authenticated and their respective successors delivered by the Trustee, and permitted assignsto the Trustee for itself and on behalf of such Holder, that: (1) the prompt payment principal of (and premium, if any) and interest on the 2028 Debentures shall be paid in full when due (due, whether at stated 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which amount that would have accrued, become due but for the commencement operation of such an Insolvency Proceedingthe automatic stay under Section 362(a) of Title 11 of the United States Bankruptcy Code of 1978, as amended (the "Bankruptcy Law")) together with interest on the Loans made by the Lenders tooverdue principal, if any, and interest on any overdue interest, to the Notes held by each Lender of, each Borrowerextent lawful, and all other Secured Obligations from time to time owing obligations of the Company to the Secured Parties by any Loan Party under any Loan Document Holders or Bank Product Agreement entered into with a counterparty that is a Secured Partythe Trustee hereunder or thereunder shall be paid in full or performed, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof hereof and thereof; and (such obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”2) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree that if Borrower(s) or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever as if it was the principal obligor, and that in the case of any extension of time of payment or renewal of any 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. Without prejudice (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 generality extent permitted by law) the benefits of Section 7.01 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 Section 7.02, each Guarantor expressly confirms all demands whatsoever and covenants that it intends that this guarantee the Guarantee shall extend from time to time 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 (however fundamental 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 whatsoever nature and whether an Event of Default, the Trustee or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or 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 facility 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 made available under 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 Loan Documents 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 connection with any respect of the following: acquisitions obligations guaranteed hereby, and (2) in the event of any nature; increasing working capital; enabling investor distributions acceleration of such obligation as provided in Article Five of the Base Indenture, such obligations (whether or Dividends 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 made; carrying out restructurings; refinancing existing facilities; refinancing effective should any other indebtedness; making facilities available to new borrowers; 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 other variation or extension significant part of the purposes for which 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 such facility or amount might be made available from time to time; payment and any fees, costs and/or expenses associated with any performance of the foregoing.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. Section 2.02

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and to the Notes held by each Lender of, each Borrower, Company and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Company under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother Loan Documents, 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”"). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Company shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice 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 generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms Administrative Agent (which notice shall include a certification to the effect that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingHedging Agreement is permitted hereunder).

The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender, each Issuing Lender and each Agent, and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and to the Notes held by each Lender of, each Borrower, all LC Disbursements and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders or either Agent by the Borrower under the Credit Agreement or any other Loan Party Document, and all obligations of the Borrower to any Lender (or any affiliate thereof) under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingHedging Agreement, in each case strictly in accordance with the terms thereof (such principal, interest, other amounts and obligations being herein collectively called the “Guaranteed Obligations”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice For purposes hereof, it is understood that any Guaranteed Obligations to a Person arising under a Hedging Agreement entered into at the time such Person (or an affiliate thereof) is a “Lender” party to the generality Credit Agreement shall nevertheless continue to constitute Guaranteed Obligations for purposes hereof, notwithstanding that such Person (or its affiliate) may have assigned all of Section 7.01 its Loans, LC Disbursements and Section 7.02other interests in the Credit Agreement and, each Guarantor expressly confirms 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 to the Credit Agreement, provided that it intends that no Hedging Agreement shall be entitled to the benefits of this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of Article II unless the Loan Documents and/or any facility or amount made available under any of the Loan Documents same has been designated as a “Hedging Agreement” for the purposes of or this Agreement in connection with any of a written notice delivered from the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends Borrower to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoingAdministrative Agent.

The Guarantee. (e) The Guarantors hereby hereby, jointly and severally guaranteeseverally, guarantee to each Secured Party as hereinafter provided, as a primary obligor and not merely as a surety to each Secured Party and their respective successors and permitted assignssurety, the prompt payment of the Secured Obligations in full in cash when due (whether at stated maturity, by required as a mandatory prepayment, declarationby acceleration, demand, by acceleration as a mandatory cash collateralization or otherwise) of the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoing, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”)thereof. In addition to the guarantee contained herein, each Each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby further jointly and severally agree agrees that if Borrower(s) or other Guarantor(s) shall fail to pay any of the Secured Obligations are not paid in full in cash 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 each Guarantor will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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 in cash 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. Without prejudice to (f) Each Guarantor, and by its acceptance of this Guaranty, the generality of Section 7.01 Agents and Section 7.02each other Secured Party, each Guarantor expressly hereby confirms that it intends is the intention of all such Persons that this guarantee Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any debtor relief law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Agents, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall extend from time be limited to time the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance under applicable law after giving full effect to such Guarantor’s contribution rights but before taking into account any (however fundamental and liabilities of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available such Guarantor under any other guarantee of the Loan Documents for the purposes of or in connection with such Guarantor other than any of the following: acquisitions other guarantee of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of obligations that are secured on a pari passu basis with the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.Obligations. 12.2

The Guarantee. The Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lessors and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which amounts that would have accrued, become due but for the commencement operation of such an Insolvency Proceedingthe automatic stay under Title 11 of the United States Code (the “Bankruptcy Code”)) on of (i) all payments of Lessee under this Lease Agreement to Lessors, including the Loans made by the Lenders to, and the Notes held by each Lender of, each Borrowerpayment of any Termination Payment Amount, and all fees, indemnification payments, premium and other Secured Obligations amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time owing to the Secured Parties by Lessee under this Lease Agreement and (ii) all other obligations of any Loan Party Obligor under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the foregoingthis 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”). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby further jointly and severally agree that if Borrower(s) 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 as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Guarantors Parent hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantees to each Secured Party Lender, the Administrative Agent and the Canadian Administrative Agent and their respective successors and permitted assigns, assigns the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees, costs or charges accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans (including the C$ Loans) made by the Lenders to, and the Notes Note(s) and the C$ Note(s) held by each Lender of, each Borrower, any of the Borrowers and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders, the Administrative Agent or the Canadian Administrative Agent by any Borrower under the Loan Party Documents (including, without limitation, all Reimbursement Obligations, the obligations of the Company under the Company Guaranty, the obligations of each Subsidiary Guarantor under the Subsidiary Guaranty, all interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and all other obligations and liabilities of any Borrower or Subsidiary Guarantor to the Administrative Agent, the Canadian Administrative Agent or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Partyany other document made, delivered or given in connection therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses, including the costs and the performance of all obligations under any expenses of the foregoingAdministrative Agent, the Canadian Administrative Agent or any Lender in enforcing its rights hereunder) and (b) all Hedging Obligations and all Cash Management Obligations owing by the Obligors to the Lenders and their affiliates, in each case strictly in accordance with the terms thereof (such obligations described in the foregoing clauses (a) and (b) being herein collectively called the “Guaranteed Obligations”) (other than any Excluded Swap Obligation of the Parent). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors Parent hereby jointly and severally agree further agrees that if Borrower(s) any Borrower (or other Guarantor(sany Subsidiary Guarantor) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors Parent will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, and to the Notes held by each Lender of, each Borrower, Borrower and all other Secured Obligations amounts from time to time owing to the Secured Parties Lenders or the Administrative Agent by the Borrower under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother Loan Documents, and all obligations of the Parent, the Borrower or any of its Subsidiaries to any Lender (or any affiliate of any Lender) in respect of any 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”"). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) the 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 as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02For purposes hereof, each Guarantor expressly confirms it is understood that it intends that this guarantee shall extend from time to time any Guaranteed Obligations to any Person arising under a Rate Protection Agreement entered into at a time such Person (however fundamental and of whatsoever nature and whether or not more onerousan affiliate thereof) variationis party hereto as a Lender shall continue to constitute Guaranteed Obligations, increase, extension notwithstanding that such Person (or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends its affiliate) has ceased to be made; carrying out restructurings; refinancing existing facilities; refinancing any a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other indebtedness; making facilities available interests herein) at the time a claim is to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any in respect of the foregoingsuch Guaranteed Obligations.

The Guarantee. The Guarantors Each Guarantor hereby agrees that it is jointly and severally guaranteeliable for, and, as a primary obligor and not merely as a surety surety, absolutely and unconditionally guarantees to each Secured Party and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders to, to each Borrower and the Notes held all reimbursement obligations in respect of LC Disbursements and all interest thereon payable by each Lender of, each BorrowerBorrower pursuant to this Agreement, and all other Secured Obligations amounts from time to time owing to the Secured Parties by any Loan Party each Borrower under any Loan Document this Agreement or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations under any of the other Loan Documents, 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”). In addition to the guarantee contained herein, each Each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Guarantors hereby jointly and severally agree further agrees that if Borrower(s) 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 as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

The Guarantee. The Subsidiary Guarantors hereby jointly and severally guarantee, as a primary obligor and not as a surety guarantee to each Secured Party Lender, the LC Bank and the Administrative Agent and their respective successors and permitted 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 accruing after the commencement of an Insolvency Proceeding, whether or not allowed (or which would have accrued, but for the commencement of such an Insolvency Proceeding)) on the Loans made by the Lenders toto the Borrowers, of the reimbursement obligations (and the Notes held by each Lender ofinterest thereon) and cover in respect of Letters of Credit, each Borrower, fees provided for hereunder and all other Secured Obligations amounts from time to time Credit Agreement owing to the Secured Parties Lenders, the LC Bank or the Administrative Agent by the Borrowers under this Agreement and by any Loan Party under any Loan Document or Bank Product Agreement entered into with a counterparty that is a Secured Party, and the performance of all obligations Obligor under any of the foregoingother 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”"). In addition to the guarantee contained herein, each Guarantor that is a Foreign Subsidiary, as well as Holdings, shall execute a Guarantee governed by the Applicable Law of such Person’s jurisdiction of organization (each such Guarantee, a “Foreign Guarantee”) and to the extent that the provisions of this ARTICLE VII shall duplicate or conflict with the provisions thereof, the terms of the Foreign Guarantees shall govern the obligations of such Guarantors. The Subsidiary Guarantors hereby further jointly and severally agree that if Borrower(s) or other Guarantor(s) the Borrowers shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Subsidiary Guarantors will promptly pay the same in cashsame, without any demand or notice whatsoever as if it was the principal obligorwhatsoever, 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. Without prejudice to the generality of Section 7.01 and Section 7.02For purposes hereof, each Guarantor expressly confirms it is understood that it intends that this guarantee shall extend from time to time any Guaranteed Obligations to any Person arising under an agreement entered into at a time such Person (however fundamental and of whatsoever nature and whether or not more onerousan affiliate thereof) variationis party hereto as a Lender shall continue to constitute Guaranteed Obligations, increase, extension notwithstanding that such Person (or addition of or to any of the Loan Documents and/or any facility or amount made available under any of the Loan Documents for the purposes of or in connection with any of the following: acquisitions of any nature; increasing working capital; enabling investor distributions or Dividends its affiliate) has ceased to be made; carrying out restructurings; refinancing existing facilities; refinancing any a Lender party hereto (by assigning all of its Commitments, Loans, Revolving Credit Exposure and other indebtedness; making facilities available interests herein) at the time a claim is to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any in respect of the foregoingsuch Guaranteed Obligations.