**NOW, THEREFORE**, in consideration of the premises and to induce the Agents and the Lenders toenter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to maketheir respective Extensions of Credit to the Borrowers under the Credit Agreement, to induce one ormore Cash Management Banks to provide Cash Management Services pursuant to Secured Cash ManagementAgreements to any Credit Party and to induce one or more Hedge Banks to enter into Secured HedgingAgreements with any Credit Party, the US Guarantors hereby agree with the US Collateral Agent, forthe benefit of the Secured Parties, as follows:1. Defined Terms.(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein(including terms used in the preamble and recitals hereto) shall have the meanings given to them inthe Credit Agreement.(b) The rules of construction and other interpretative provisions specified in Sections 1.2,1.5, 1.6 and 1.7 of the Credit Agreement shall apply to this US Guarantee, including terms definedin the preamble and recitals hereto.(c) As used herein, the term “Termination Date” means the date on which allObligations are paid in full in cash (other than Cash Management Obligations under Secured CashManagement Agreements, Hedging Obligations under Secured Hedging Agreements or contingentindemnification obligations not then due and payable) and the Total Revolving Credit Commitment andall Letters of Credit are terminated (other than Letters of Credit that have been CashCollateralized in accordance with Section 3.7 of the Credit Agreement following the termination ofthe Total Revolving Credit Commitment).2. Guarantee.(a) Subject to the provisions of Section 2(b), each of the US Guarantors hereby, jointly andseverally, unconditionally and irrevocably, guarantees, as primary obligor and not merely assurety, to the US Collateral Agent for the benefit of the Secured Parties, the prompt and completepayment and performance when due (whether at the stated maturity, by acceleration or otherwise) ofthe Obligations (other than, in the case of any US Borrower that is also a US Guarantor, in respectof its own obligations). In furtherance of the foregoing and not in limitation of any other rightthat the US Collateral Agent or any other Secured Party has at law or in equity against any USGuarantor by virtue hereof, upon the failure of any of the Borrowers or any other Credit Party topay any Obligation when and as the same shall become due (whether at the stated maturity, byacceleration or otherwise), each US Guarantor hereby promises to and will forthwith pay, or causeto be paid, to the US Collateral Agent for distribution to the applicable Secured Parties theamount of such unpaid Obligation. Upon payment by any US Guarantor of any sums to the USCollateral Agent as provided above, all rights of such US Guarantor against any of the Borrowers orany other Guarantor arising as a result thereof by way of right ofsubrogation, contribution, reimbursement, indemnity or otherwise shall in all respects besubject to Sections 3 and 5 hereof.
 
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(b) Anything herein or in any other Credit Document to the contrary notwithstanding, themaximum liability of each US Subsidiary Guarantor hereunder and under the other Credit Documentsshall in no event exceed the amount that can be guaranteed by such US Subsidiary Guarantor underApplicable Laws relating to the insolvency of debtors.(c) To the extent required by Section 13.5 of the Credit Agreement, each US Guarantor furtheragrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including allreasonable fees and disbursements of counsel) that may be paid or incurred by the US CollateralAgent or any other Secured Party in enforcing, or obtaining advice of counsel in respect of, anyrights with respect to, or collecting, any or all of the Obligations and/or enforcing any rightswith respect to, or collecting against, such US Guarantor under this US Guarantee.(d) Each US Guarantor agrees that the Obligations may at any time and from time to time exceedthe amount of the liability of such US Guarantor hereunder without impairing this US Guarantee oraffecting the rights and remedies of the US Collateral Agent or any other Secured Party hereunder.(e) No payment or payments made by any of the Borrowers, any other Guarantor, any otherguarantor or any other Person or received or collected by the US Collateral Agent or any otherSecured Party from any of the Borrowers, any other Guarantors, any other guarantor or any otherPerson by virtue of any action or proceeding or any set-off or appropriation or application at anytime or from time to time in reduction of or in payment of the Obligations shall be deemed tomodify, reduce, release or otherwise affect the liability of any US Guarantor hereunder, whichshall, notwithstanding any such payment or payments other than payments made by such US Guarantorin respect of the Obligations or payments received or collected from such US Guarantor in respectof the Obligations, remain liable for the Obligations up to the maximum liability of such USGuarantor hereunder until the Termination Date.(f) Each US Guarantor agrees that whenever, at any time, or from time to time, it shall makeany payment to the US Collateral Agent or any other Secured Party on account of its liabilityhereunder, it will notify the US Collateral Agent in writing that such payment is made under thisUS Guarantee for such purpose.(g) Each US Guarantor assumes all responsibility for being and keeping itself informed of theBorrowers’ and each other Credit Party’s financial condition and assets, and of all othercircumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope andextent of the risks that such US Guarantor assumes and incurs hereunder, and agrees that none ofthe US Collateral Agent or the other Secured Parties will have any duty to advise such US Guarantorof information known to it or any of them regarding such circumstances or risks.
 
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3. Right of Contribution. Each US Guarantor hereby agrees that to the extent aGuarantor shall have paid more than its proportionate share of any payment made hereunder,such US Guarantor shall be entitled to seek and receive contribution from and against anyother US Guarantor hereunder (or, if applicable, any Canadian Guarantor under the CanadianGuarantee) that has not paid its proportionate share of such payment. Each US Guarantor’s right ofcontribution shall be subject to the terms and conditions of Section 5 hereof. The provisions ofthis Section 3 shall in no respect limit the obligations and liabilities of any US Guarantor to theUS Collateral Agent and the other Secured Parties, and each US Guarantor shall remain liable to theUS Collateral Agent and the other Secured Parties for the full amount guaranteed by such USGuarantor hereunder.4. Right of Set-off. In addition to any rights and remedies of the Secured Partiesprovided by Applicable Law, each US Guarantor hereby irrevocably authorizes each Secured Party atany time and from time to time following the occurrence and during the continuance of an Event ofDefault without notice to such US Guarantor or any other US Guarantor, any such notice beingexpressly waived by each US Guarantor, upon any amount becoming due and payable by such USGuarantor hereunder (whether at stated maturity, by acceleration or otherwise) to set-off andappropriate and apply against such amount any and all deposits (general or special, time or demand,provisional or final), in any currency, and any other credits, indebtedness or claims, in anycurrency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, atany time held or owing by such Secured Party to or for the credit or the account of such USGuarantor. Each Secured Party shall notify such US Guarantor promptly of any such set-off and theappropriation and application made by such Secured Party; provided that the failure to givesuch notice shall not affect the validity of such set-off and appropriation and application.5. No Subrogation. Notwithstanding any payment or payments made by any of the USGuarantors hereunder or any set-off or appropriation and application of funds of any of the USGuarantors by the US Collateral Agent or any other Secured Party, no US Guarantor shall be entitledto be subrogated to any of the rights of the US Collateral Agent or any other Secured Party againstany of the Borrowers or any other Guarantor or any collateral security or guarantee or right ofoffset held by the US Collateral Agent or any other Secured Party for the payment of theObligations, nor shall any US Guarantor seek or be entitled to seek any contribution orreimbursement from any of the Borrowers or any other Guarantor in respect of payments made by suchUS Guarantor hereunder, until the Termination Date. If any amount shall be paid to any USGuarantor on account of such subrogation rights at any time prior to the Termination Date, suchamount shall be held by such US Guarantor in trust for the US Collateral Agent and the otherSecured Parties, segregated from other funds of such US Guarantor, and shall, forthwith uponreceipt by such US Guarantor, be turned over to the US Collateral Agent in the exact form receivedby such US Guarantor (duly indorsed by such US Guarantor to the US Collateral Agent, if required),to be applied against the Obligations, whether due or to become due, subject to the terms andconditions of the Intercreditor Agreement and in accordance with Section 5.4 of the SecurityAgreement.
 
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6. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Except fortermination of a US Guarantor’s obligations hereunder as expressly provided in Section 24, each USGuarantor shall remain obligated hereunder notwithstanding that, without any reservation of rightsagainst any US Guarantor and without notice to or further assent by any US Guarantor, (a) anydemand for payment of any of the Obligations made by the US CollateralAgent or any other Secured Party may be rescinded by such party and any of the Obligationscontinued, (b) the Obligations, or the liability of any other party upon or for any part thereof,or any collateral security or guarantee therefor or right of offset with respect thereto, may, fromtime to time, in whole or in part, be renewed, extended, amended, modified, accelerated,compromised, waived, surrendered or released by the US Collateral Agent or any other Secured Party,(c) the Credit Agreement, the other Credit Documents and any other documents executed and deliveredin connection therewith, the Secured Cash Management Agreements and any other documents executedand delivered in connection therewith and the Secured Hedging Agreements and any other documentsexecuted and delivered in connection therewith, may be amended, waived, modified, supplemented orterminated, in whole or in part, in accordance with the terms of the applicable document and (d)any collateral security, guarantee or right of offset at any time held by the US Collateral Agentor any other Secured Party for the payment of the Obligations may be sold, exchanged, waived,surrendered or released. Neither the US Collateral Agent nor any other Secured Party shall haveany obligation to protect, secure, perfect or insure any Lien at any time held by it as securityfor the Obligations or for this US Guarantee or any property subject thereto. When making anydemand hereunder against any US Guarantor, the US Collateral Agent or any other Secured Party may,but shall be under no obligation to, make a similar demand on any of the Borrowers or any otherGuarantor or other guarantor, and any failure by the US Collateral Agent or any other Secured Partyto make any such demand or to collect any payments from any of the Borrowers or any other Guarantoror other guarantor or any release of any of the Borrowers or any other Guarantor or other guarantorshall not relieve any US Guarantor in respect of which a demand or collection is not made or any USGuarantor not so released of its several obligations or liabilities hereunder, and shall not impairor affect the rights and remedies, express or implied, or as a matter of law, of the US CollateralAgent or any other Secured Party against any US Guarantor. For the purposes hereof,“demand” shall include the commencement and continuance of any legal proceedings.7. Guarantee Absolute and Unconditional. Each US Guarantor waives any and all noticeof the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of anyof the Obligations, and notice of or proof of reliance by the US Collateral Agent or any otherSecured Party upon this US Guarantee or acceptance of this US Guarantee, the Obligations or any ofthem, shall conclusively be deemed to have been created, contracted or incurred, or renewed,extended, amended, waived or accrued, in reliance upon this US Guarantee; and all dealings betweenany of the Borrowers and any of the US Guarantors, on the one hand, and the US Collateral Agent andthe other Secured Parties, on the other hand, likewise shall be conclusively presumed to have beenhad or consummated in reliance upon this US Guarantee. Each US Guarantor waives promptness,diligence, presentment, protest, notice of protest, demand for payment and notice of default,acceleration or nonpayment and any other notice to or upon any of the Borrowers or any otherGuarantor with respect to the Obligations. Each US Guarantor understands and agrees that this USGuarantee shall be construed as a continuing, absolute and unconditional guarantee of paymentwithout regard to (a) the validity, regularity or enforceability of the Credit Agreement, any otherCredit Document, any Secured Cash Management Agreement or any Secured Hedging Agreement, any of theObligations or any other collateral security therefor or guarantee or right of offset with respectthereto at any time or from time to time held by the US Collateral Agent or any other SecuredParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance)that may at any time be available to or be asserted by any of the Borrowers against
 
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 the USCollateral Agent or any other SecuredParty or (c) any other circumstance whatsoever (with or without notice to or knowledge of anyof the Borrowers or such US Guarantor) that constitutes, or might be construed to constitute, anequitable or legal discharge of any of the Borrowers for the Obligations, or of such US Guarantorunder this US Guarantee, in bankruptcy or in any other instance. When pursuing its rights andremedies hereunder against any US Guarantor, the US Collateral Agent and any other Secured Partymay elect, but shall be under no obligation, to pursue such rights and remedies as it may haveagainst any of the Borrowers or any other Person or against any collateral security or guaranteefor the Obligations or any right of offset with respect thereto, and any failure by the USCollateral Agent or any other Secured Party to pursue such other rights or remedies or to collectany payments from any of the Borrowers or any such other Person or to realize upon any suchcollateral security or guarantee or to exercise any such right of offset, or any release of any ofthe Borrowers or any such other Person or any such collateral security, guarantee or right ofoffset, shall not relieve such US Guarantor of any liability hereunder, and shall not impair oraffect the rights and remedies, whether express, implied or available as a matter of law, of the USCollateral Agent and the other Secured Parties against such US Guarantor. To the fullest extentpermitted by Applicable Law, each US Guarantor waives any defense arising out of any such electioneven though such election operates, pursuant to Applicable Law, to impair or to extinguish anyright of reimbursement, subrogation, exoneration, contribution or indemnification or other right orremedy of such US Guarantor against any of the Borrowers or any other Guarantor, as the case maybe, or any security. Each US Guarantor acknowledges that it will receive substantial direct andindirect benefits from the financing arrangements contemplated by the Credit Documents and that thewaivers set forth herein are knowingly made in contemplation of such benefit. This US Guaranteeshall remain in full force and effect and be binding in accordance with and to the extent of itsterms upon each US Guarantor and the successors and assigns thereof, and shall inure to the benefitof the US Collateral Agent and the other Secured Parties, and their respective successors,indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time totime during the term of the Credit Agreement, any Secured Cash Management Agreement and any SecuredHedging Agreement, the Credit Parties may be free from any Obligations.8. Subordination. Each US Guarantor hereby agrees that any Indebtedness of any USGuarantor now or hereafter owing to any other US Guarantor, whether heretofore, now or hereaftercreated (the “US Guarantor Subordinated Debt”), is hereby subordinated to all of theObligations until the Termination Date and that the US Guarantor Subordinated Debt shall not bepaid in whole or in part during the continuance of any Event of Default. In the event of anyinsolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or othersimilar proceedings in connection therewith, relative to any US Guarantor or to its property, andin the event of any proceedings for voluntary liquidation, dissolution or other winding up of suchUS Guarantor (except as expressly permitted by the Credit Agreement), whether or not involvinginsolvency or bankruptcy, then, if an Event of Default has occurred and is continuing (a) the USCollateral Agent shall be paid irrevocably in full in cash in immediately available funds inrespect of all amounts constituting the Obligations (other than Cash Management Obligations underSecured Cash Management Agreements, Hedging Obligations under Secured Hedging Agreements orcontingent indemnification obligations not then due and payable) before any payee is entitled toreceive (whether directly or indirectly), or make any demands for, any payment on account of the USGuarantor Subordinated Debt and (b) until the US Collateral Agent is paid irrevocably in full incash in immediately available
 
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funds in respect of all amountsconstituting the Obligations (other than Cash Management Obligations under Secured CashManagement Agreements, Hedging Obligations under Secured Hedging Agreements or contingentindemnification obligations not then due and payable), any payment or distribution to which suchpayee would otherwise be entitled (other than debt securities of such US Guarantor that aresubordinated, to at least the same extent as this Section 8, to the payment of all US GuarantorSubordinated Debt then outstanding (such securities being hereinafter referred to as “USRestructured Debt Securities”)) shall be made to the US Collateral Agent. If any Event ofDefault occurs and is continuing, then no payment or distribution of any kind or character shall beaccepted by or on behalf of the US Guarantor or any other Person on its behalf with respect to theUS Guarantor Subordinated Debt. If any payment or distribution of any character, whether in cash,securities or other property (other than US Restructured Debt Securities), in respect of the USGuarantor Subordinated Debt shall be received by any payee in violation of this Section 8 beforeall Obligations shall have been paid irrevocably in full in cash in immediately available funds(other than Cash Management Obligations under Secured Cash Management Agreements, HedgingObligations under Secured Hedging Agreements or contingent indemnification obligations not then dueand payable), such payment or distribution shall be held in trust for the benefit of the SecuredParties, and shall be paid over the US Collateral Agent.9. Representations and Warranties; Covenants. Each US Guarantor hereby (a) representsand warrants that the representations and warranties as to it made by Holdings and the Borrowers inSection 8 of the Credit Agreement are true and correct on each date as required by Section 7.1 ofthe Credit Agreement and (b) agrees to take, or refrain from taking, as the case may be, eachaction necessary to be taken or not taken, as the case may be, so that no Default or Event ofDefault is caused by the failure to take such action or to refrain from taking such action by suchUS Guarantor.10. Reinstatement. This US Guarantee shall continue to be effective, or bereinstated, as the case may be, if at any time payment, or any part thereof, of any of theObligations is rescinded or must otherwise be restored or returned by the US Collateral Agent orany other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganizationof any of the Borrowers or any other Guarantor, or upon or as a result of the appointment of areceiver, intervenor or conservator of, or trustee or similar officer for, any of the Borrowers orany other Guarantor or any substantial part of its property, or otherwise, all as though suchpayments had not been made.11. Payments. Each US Guarantor hereby guarantees that payments hereunder will bepaid to the US Collateral Agent without set-off or counterclaim in US Dollars at the US CollateralAgent’s office specified in Section 13.2 of the Credit Agreement.12. Authority of Agent. Each US Guarantor acknowledges that the rights andresponsibilities of the US Collateral Agent under this US Guarantee with respect to any actiontaken by the US Collateral Agent or the exercise or non-exercise by the US Collateral Agent of anyoption, right, request, judgment or other right or remedy provided for herein or resulting orarising out of this US Guarantee shall, as between the US Collateral Agent and the other SecuredParties, be governed by the Credit Agreement and by such other agreements with respect thereto asmay exist from time to time among them, but, as between the US Collateral Agent and such USGuarantor, the US Collateral Agent shall be conclusively presumed to be acting as agent forthe Secured Parties with full and valid authority so to act or refrain from acting, and no USGuarantor shall be under any obligation, or entitlement, to make any inquiry respecting suchauthority.
 
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13. Notices. All notices, requests and demands pursuant hereto shall be made inaccordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder toeach US Guarantor shall be given to it in care of the Company at the Company’s address set forth inSection 13.2 of the Credit Agreement.14. Counterparts. This US Guarantee may be executed by one or more of the parties tothis US Guarantee on any number of separate counterparts (including by facsimile or otherelectronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts taken togethershall be deemed to constitute one and the same instrument. A set of the copies of this USGuarantee signed by all the parties shall be lodged with the US Collateral Agent and the Company.15. Severability. Any provision of this US Guarantee that is prohibited orunenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction. The parties hereto shall endeavor ingood-faith negotiations to replace the invalid, illegal or unenforceable provisions with validprovisions the economic effect of which comes as close as possible to that of the invalid, illegalor unenforceable provisions.16. Integration. This US Guarantee, together with the other Credit Documents,represents the agreement of each US Guarantor and the US Collateral Agent with respect to thesubject matter hereof, and there are no promises, undertakings, representations or warranties bythe US Collateral Agent or any other Secured Party relative to the subject matter hereof notexpressly set forth or referred to herein or in the other Credit Documents.17. Amendments in Writing; No Waiver; Cumulative Remedies.(a) None of the terms or provisions of this US Guarantee may be waived, amended, supplementedor otherwise modified except by a written instrument executed by the affected US Guarantor(s) andthe US Collateral Agent in accordance with Section 13.1 of the Credit Agreement.(b) Neither the US Collateral Agent nor any other Secured Party shall by any act (except by awritten instrument pursuant to Section 17(a) hereof), delay, indulgence, omission or otherwise bedeemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Eventof Default or in any breach of any of the terms and conditions hereof. No failure to exercise, norany delay in exercising, on the part of the US Collateral Agent or any other Secured Party, anyright, power or privilege hereunder shall operate as a waiver thereof. No single or partialexercise of any right, power or privilege hereunder shall preclude any other or further exercisethereof or the exercise of any other right, power or privilege. A waiver by the US CollateralAgent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the USCollateral Agent or any Secured Party would otherwise have on any future occasion.
 
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(c) The rights, remedies, powers and privileges herein provided are cumulative, may beexercised singly or concurrently and are not exclusive of any other rights or remedies provided bylaw.18. Section Headings. The Section headings used in this US Guarantee are forconvenience of reference only and are not to affect the construction hereof or be taken intoconsideration in the interpretation hereof.19. Successors and Assigns. This US Guarantee shall be binding upon the successorsand assigns of each US Guarantor and shall inure to the benefit of the US Collateral Agent and theother Secured Parties and their respective successors and assigns, except that no US Guarantor mayassign, transfer or delegate any of its rights or obligations under this US Guarantee without theprior written consent of the US Collateral Agent unless permitted to do so under the CreditAgreement.20. Additional Guarantors. Each Domestic Subsidiary of any of the US Borrowers thatis required to become a party to this US Guarantee pursuant to Section 9.10 of the Credit Agreementshall become a US Guarantor, with the same force and effect as if originally named as a USGuarantor herein, for all purposes of this US Guarantee upon execution and delivery by suchSubsidiary of a Supplement in the form of Annex B hereto or in such other form reasonablysatisfactory to the US Collateral Agent. The execution and delivery of any instrument adding anadditional US Guarantor as a party to this US Guarantee shall not require the consent of any otherUS Guarantor hereunder. The rights and obligations of each US Guarantor hereunder shall remain infull force and effect notwithstanding the addition of any new US Guarantor as a party to this USGuarantee.**21. ****WAIVER OF JURY TRIAL****. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLYWAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDITDOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.**22. Submission to Jurisdiction; Waivers. Each US Guarantor hereby irrevocably andunconditionally:(a) submits for itself and its property in any legal action or proceeding relating tothis US Guarantee and the other Credit Documents to which it is a party, or for recognitionand enforcement of any judgment in respect thereof, to the exclusive general jurisdiction ofthe courts of the State of New York, the courts of the United States of America for theSouthern District of New York and appellate courts from any thereof;(b) consents that any such action or proceeding shall be brought in such courts andwaives any objection that it may now or hereafter have to the venue of any such action orproceeding in any such court or that such action or proceeding was brought in aninconvenient court and agrees not to plead or claim the same;
 
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(c) agrees that service of process in any such action or proceeding may be effected bymailing a copy thereof by registered or certified mail (or any substantially similar form ofmail), postage prepaid, to such US Guarantor at its address referred to in Section 13 hereofor at such other address of which the US Collateral Agent shall have been notified pursuantthereto;(d) agrees that nothing herein shall affect the right of the US Collateral Agent or anyother Secured Party to effect service of process in any other manner permitted by law orshall limit the right of the US Collateral Agent or any other Secured Party to sue in anyother jurisdiction; and(e) waives, to the maximum extent not prohibited by law, any right it may have to claimor recover in any legal action or proceeding referred to in this Section 22 any special,exemplary, punitive or consequential damages.23. **GOVERNING LAW****. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK**.24. Termination or Release.(a) This US Guarantee shall terminate on the Termination Date.(b) (i) A US Subsidiary Guarantor shall automatically be released from its obligationshereunder upon the consummation of any transaction permitted by the Credit Agreement, as a resultof which such US Subsidiary Guarantor ceases to be a Restricted Subsidiary or otherwise becomes anExcluded Subsidiary; provided that the Required Lenders shall have consented to suchtransaction (to the extent such consent is required by the Credit Agreement) and the terms of suchconsent did not provide otherwise, and (ii) Holdings (or the previous New Holdings, as the case maybe) shall automatically be released from its obligations hereunder in accordance with the formationor acquisition of a New Holdings that satisfies the conditions set forth in the Credit Agreement.(c) In connection with any termination or release, the US Collateral Agent shall execute anddeliver to any US Guarantor, at such US Guarantor’s expense, all documents that such US Guarantorshall reasonably request to evidence such termination or release. Any execution and delivery ofdocuments pursuant to this Section 24 shall be without recourse to or warranty by the US CollateralAgent.[*Signature Pages Follow*]
 
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IN WITNESS WHEREOF, each of the undersigned has caused this US Guarantee to be duly executedand delivered by its duly authorized officer as of the day and year first above written.      CAREY INTERMEDIATE HOLDINGS CORP., as Guarantor,