Common use of Governing Law; Jurisdiction; Waiver of Jury Trial, Etc Clause in Contracts

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. (b) The undersigned irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York County and the courts of the US located in the Southern District of New York and agrees that any legal action, suit or proceeding arising out of or relating to this Guarantee Supplement may be brought against it in any such courts. Final judgment against the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Foreign Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. The undersigned hereby irrevocably appoints C T Corporation System with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Process Agent”) as its agent to receive and forward on behalf of itself the summons and complain and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the undersigned in the care of the Process Agent at the Process Agent’s address, and the undersigned hereby irrevocably authorizes and directs the Process Agent to receive such service on its behalf and forward such service to the undersigned. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of the Administrative Agent Foreign Guaranty or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the Foreign Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Foreign Guaranty or any of the other Loan Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT LOANS OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursSECURED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS AGREEMENT SHALL BE GOVERNED BY, including contract claimsAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAWS OF THE STATE OF NEW YORK. (b) The undersigned Each Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, any New York County and the courts of the US located State or Federal court sitting in the Southern District of New York and agrees that City in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be brought against heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Performance Guarantors and the Administrative Agent (on behalf of itself and each other Indemnified Party) agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by Each Performance Guarantor which is organized under the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying jurisdiction other than a State of the venue United States of America hereby irrevocably designates, appoints, and empowers RGHI, and in Section 16(c) of that certain Lux Performance Undertaking Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Lux Performance Undertaking”), from BPH IV in favor of the Administrative Agent, BPH IV has irrevocably designated, appointed, and empowered RGHI, in each case as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts listed in Section 16(b) hereof or thereof which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. RGHI hereby accepts such irrevocable designation, appointment and agency and agrees with the Administrative Agent that (i) it shall perform its duties under this Section 16(c) and under Section 16(c) of the State of New York Lux Performance Undertaking and shall not terminate either such designation, appointment or agency unless consented to in writing by the Administrative Agent, (ii) any such legal process, summons, notices or documents may be served on it as agent for the applicable Performance Guarantor in any manner permitted by applicable law at its address set forth on the signature pages to this Agreement or as otherwise permitted by applicable law, and (iii) it shall notify the Administrative Agent in writing prior to any court change of its address from the US; address set forth on the signature pages to this Agreement. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, PERFORMANCE GUARANTOR AND THE ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF AND THE EACH OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INDEMNIFIED PARTY) HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENT. Very truly yoursTRANSACTION DOCUMENTS OR THE ACTIONS OF ANY INDEMNIFIED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each Guarantor and each of the Secured Parties hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor and each of the Secured Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final Each Guarantor and each of the Secured Parties and each of the Secured Parties agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Guaranty or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Guaranty or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall. (c) Each Guarantor and each of the Secured Parties irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any such suitNew York State or federal court. The undersigned Each Guarantor and each of the Secured Parties hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH GUARANTOR AND EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT LOANS OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursSECURED PARTY OR GUARANTOR IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York York, without reference regard to conflicts of law rules (principles of New York State law other than Sections § 5-1401 and 5-1402 of the New York General Obligations Law). The scope , except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the foregoing governing law provision is intended to be all-encompassing security interest or remedies hereunder in respect of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to particular Collateral are governed by the subject matter laws of a jurisdiction other than the Credit Documents, including contract claims, tort claims, breach State of duty claims and all other common law and statutory claimsNew York. (b) The undersigned Each of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final judgment against Each of the undersigned parties hereto hereby waives personal service of any and all process issued in any such actionaction or proceeding and agrees that service of any and all process may be made by reputable overnight courier or delivery system or any other means of service permitted under applicable law, suit addressed to such party at its address specified in Section 14. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such other jurisdiction. The undersigned agrees that process served either personally or by registered mail shall. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any such suitNew York State or federal court. The undersigned Each of the parties hereto hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; court. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT GRANTOR AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LENDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT LOAN DOCUMENT. Very truly yours, [NAME THE TRANSACTIONS THEREUNDER OR HEREUNDER OR THE ACTIONS OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31THE LENDER OR ANY OF ITS AFFILIATES IN THE NEGOTIATION, 2008ADMINISTRATION, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each Guarantor hereby irrevocably and unconditionally submits to the non-exclusive nonexclusive jurisdiction of the courts any New York State or Federal court of the State United States of New YorkAmerica sitting in the Borough of Manhattan, New York County and the courts of the US located City, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any other Note Document to which it is a party and irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courts. Final judgment against the undersigned in any such actionNew York State court or, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law law, in such Federal court. Nothing in this Section 16 shall affect any right that any party may otherwise have to bring any action or proceeding relating to any Note Document in the courts of any jurisdiction. Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (a) any objection which that it may have now or in the future hereafter have to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement Guaranty or any other Credit Note Document in any New York State or Federal court and (b) the defense of an inconvenient forum to post security for the costs maintenance of such action or proceeding in any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE NOTE DOCUMENTS OR THE ACTIONS OF THE PURCHASER IN THE NEGOTIATION, THE SUBSIDIARY GUARANTEE AGREEMENT ADMINISTRATION, PERFORMANCE OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Foreign Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Foreign Guaranty Supplement, the Foreign Guaranty or any of the other Loan Documents or Foreign Secured Cash Management Agreements to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in . (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Section 5(b) shall affect Foreign Guaranty Supplement, the right Foreign Guaranty or any of the Administrative Agent other Loan Documents or any other Foreign Secured Party Cash Management Agreements to commence legal proceedings which it is or otherwise xxx the undersigned is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS OR FOREIGN SECURED CASH MANAGEMENT AGREEMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursSECURED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS GUARANTY SHALL BE GOVERNED BY, including contract claimsAND CONSTRUED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAWS OF THE STATE OF NEW YORK. (b) The undersigned To the fullest extent permitted by law, the Guarantor hereby irrevocably submits and unconditionally (i) submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or Federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any of the other Loan Documents to which it is or is to be a party, and (ii) agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in such New York State court or, in such Federal court. The Guarantor agrees, to the fullest extent permitted by law, that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdictionThe Guarantor hereby irrevocably and unconditionally waives, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) law, any objection which that it may have now or in the future hereafter have to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in connection with this Guarantee Supplementany New York State or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the Subsidiary Guarantee Agreement defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any other Credit Document such court. The Guarantor also, irrevocably consents, to post security for the costs fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing of certified mail of copies of such process to the Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTat its address specified in Section 9. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT GUARANTOR AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LENDER HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTGUARANTY, THE SUBSIDIARY GUARANTEE AGREEMENT ANY OTHER LOAN DOCUMENT, OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Performance Guaranty shall be governed by by, and construed in accordance with with, the laws of the The State of New York without reference giving effect to conflicts any choice of law rules provisions thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope Law of the foregoing governing law provision is intended to be all-encompassing State of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsNew York). (b) The undersigned irrevocably Guarantor hereby submits to the non-exclusive nonexclusive jurisdiction of the courts of any federal court located in the State of New York, New York County and the courts for purposes of the US located in the Southern District of New York and agrees that any all legal action, suit or proceeding proceedings arising out of or relating to this Guarantee Supplement may be brought against it in any such courts. Final judgment against the undersigned in any such actionPerformance Guaranty, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on Transaction Document or the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictiontransactions contemplated thereby. The undersigned agrees that process served either personally or by registered mail shallGuarantor hereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) it may effectively do so, any objection which that it may have now or in the future hereafter have to the laying of the venue of any such action, suit or proceeding arising brought in any such a court referred to in the first sentence above; (b) and any claim that any such action, suit or proceeding brought in such a court has been brought in an inconvenient forum; (c) its . Nothing in this Section 14 shall affect the right of removal any of the Secured Parties to bring any matter commenced by action or proceeding against the Guarantor or any other party of their respective property in the courts of other jurisdictions. (c) The Guarantor waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail directed to the State of New York address set forth in Section 10 hereof and service so made shall be deemed to any court of be completed five (5) days after the US; same shall have been deposited in the U.S. mail, postage prepaid. (d) The Guarantor hereby waives any immunity which it or its assets may right to have a jury participate in respect of its obligations under this Guarantee Supplementresolving any dispute, the Subsidiary Guarantee Agreement or any other Credit Document from any suitwhether sounding in contract, execution, attachment (whether provisional or final, in aid of execution, before judgment tort or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in among any of the courts referred to above them arising out of of, connected with, relating to or incidental to the relationship between them in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement Performance Guaranty or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)Transaction Documents.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS AGREEMENT SHALL BE GOVERNED BY, including contract claimsAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAWS OF THE STATE OF NEW YORK. (b) The undersigned Each Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, any New York County and the courts of the US located State or Federal court sitting in the Southern District of New York and agrees that City in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be brought against heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by Each Performance Guarantor which is organized under the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying jurisdiction other than a State of the venue United States of America hereby irrevocably designates, appoints, and empowers RGHI, and in Section 16(c) of that certain New Zealand Performance Undertaking Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “NZ Performance Undertaking”), made by RGHL in favor of the Administrative Agent, RGHL has irrevocably designated, appointed, and empowered RGHI, in each case as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts listed in Section 16(b) hereof or thereof which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. RGHI hereby accepts such irrevocable designation, appointment and agency and agrees with the Administrative Agent and each Facility Agent that (i) it shall perform its duties under this Section 16(c) and under Section 16(c) of the State of New York NZ Performance Undertaking and shall not terminate either such designation, appointment or agency unless consented to in writing by the Administrative Agent, (ii) any such legal process, summons, notices or documents may be served on it as agent for the applicable Performance Guarantor in any manner permitted by applicable law at its address set forth on the signature pages to this Agreement or as otherwise permitted by applicable law, and (iii) it shall notify the Administrative Agent in writing prior to any court change of its address from the US; address set forth on the signature pages to this Agreement. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, PERFORMANCE GUARANTOR AND THE ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF AND THE EACH OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INDEMNIFIED PARTY) HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENT. Very truly yoursTRANSACTION DOCUMENTS OR THE ACTIONS OF ANY INDEMNIFIED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Commitment Letter and the Fee Letter shall be governed by by, and construed in accordance with, the laws of the State of New York; provided that (i) the interpretation of the definition of “Material Adverse Effect” used in this Commitment Letter (and whether or not a “Material Adverse Effect” has occurred) and (ii) the determination of the accuracy of any Purchase Agreement Representations, and whether as a result of any failure of such Purchase Agreement Representations to be true and correct the Company has the right to terminate the Company’s or its affiliates’ obligations under the Purchase Agreement (or the right not to consummate the Acquisition pursuant to the Purchase Agreement), in each case, shall be governed by, and construed and interpreted in accordance with the laws of the State of New York Delaware (without reference giving effect to conflicts any choice or conflict of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Lawprovision or rule). The scope of the foregoing governing law provision is intended to be all-encompassing Company irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any and all disputes that may be brought kind or description, whether in law or equity, whether in contract or in tort or otherwise, against Bank of America, MLPFS, any Lender or any Indemnified Party in any court way relating to this Commitment Letter, the Fee Letter, the transactions contemplated hereby or thereby or the actions of Bank of America or MLPFS in the negotiation, performance or enforcement hereof or thereof, in any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all forum other common law and statutory claims. (b) The undersigned irrevocably submits to the non-exclusive jurisdiction of than the courts of the State of New York, York sitting in New York County County, and the courts of the US located in United States District Court of the Southern District of New York York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any legal such action, suit litigation or proceeding arising out of or relating to this Guarantee Supplement may be brought against it heard and determined in any such courtsNew York State court or, to the fullest extent permitted by applicable law, in such federal court. Final Each of the parties hereto agrees that a final judgment against the undersigned in any such action, suit litigation or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Commitment Letter shall affect the any right that Bank of the Administrative Agent America, MLPFS or any other Secured Party Lender may otherwise have to commence legal proceedings or otherwise xxx the undersigned in bring any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit action or proceeding in any court referred relating to in this Commitment Letter against the first sentence above; (b) any claim that any such action, suit Company or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party properties in the courts of the State any jurisdiction. Each of New York you, Bank of America and MLPFS hereby irrevocably waives any and all right to trial by jury in any court of the US; (d) any immunity which it action, proceeding or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment counterclaim (whether provisional or finalbased on contract, in aid of execution, before judgment tort or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with relating to this Guarantee SupplementCommitment Letter, the Subsidiary Guarantee Agreement Fee Letter, the transactions contemplated hereby and thereby or any other Credit Document to post security for the costs actions of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as Bank of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined America and MLPFS in the Credit Agreement as defined below) listed on the signature pages negotiation, performance or enforcement hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)thereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York York, without reference regard to conflicts of law rules (principles of New York State law other than Sections § 5-1401 and 5-1402 of the New York General Obligations Law). The scope , except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the foregoing governing law provision is intended to be all-encompassing security interest or remedies hereunder in respect of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to particular Collateral are governed by the subject matter laws of a jurisdiction other than the Credit Documents, including contract claims, tort claims, breach State of duty claims and all other common law and statutory claimsNew York. (b) The undersigned Each of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final judgment against Each of the undersigned parties hereto consents to the service of copies of any and all process which may be served in any such action, suit action or proceeding by the mailing of copies of such process to such party at its address specified in Section 15. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such other jurisdiction. The undersigned agrees that process served either personally or by registered mail shall. (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any such suitNew York State or federal court. The undersigned Each of the parties hereto hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; court. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT LOAN DOCUMENT. Very truly yours, [NAME THE TRANSACTIONS THEREUNDER OR HEREUNDER OR THE ACTIONS OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31THE LENDER OR ANY OF ITS AFFILIATES IN THE NEGOTIATION, 2008ADMINISTRATION, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Pledge Agreement shall in all respects be governed by by, and construed in accordance with with, the laws law of the State of New York. (b) Each of the Pledgor and Pledgee hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought sitting in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. (b) The undersigned irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York County and the courts of the US located in United States District Court of the Southern District of New York York, and agrees that any legal actionappellate court from any thereof, suit in any suit, action or proceeding arising out of or relating to this Guarantee Supplement Pledge Agreement or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be brought against it heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such courts. Final judgment against the undersigned in any such actionsuit, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right Each of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings Pledgor and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shallPledgee hereby irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection which it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Pledge Agreement brought in any such suitcourt referred to in paragraph (b) of this Section. The undersigned Each of the parties hereto hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)court.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final judgment against the The undersigned hereby agrees that service of process in any such actionaction or proceeding brought in the any such New York State court or in such federal court may be made upon the Company and the undersigned hereby irrevocably appoints the Company its authorized agent to accept such service of process, suit and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The undersigned hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02 of the Credit Agreement. The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of the Administrative Agent Subsidiary Guaranty or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred such court. (d) The undersigned hereby irrevocably waives all right to above trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or in connection with this Guarantee Supplementrelating to any of the Loan Documents, the Subsidiary Guarantee Agreement Advances or the actions of the Agent or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined Lender in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” negotiation, administration, performance or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement thereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Additional Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County County, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the Additional Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The Additional Guarantor agrees that a final judgment against the undersigned in any such actionaction or proceeding, suit or proceeding to the extent permitted by law, shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings The Additional Guarantor irrevocably and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shallunconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any such suitNew York State or federal court. The undersigned Additional Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ADDITIONAL GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT DOCUMENTSECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. [Signature Page Follows] Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By By: Name: [•] Title: SUBSIDIARY GUARANTEE AGREEMENT THIS [•] ARTICLE I DEFINITIONS 2 ARTICLE II GRANT OF SECURITY AGREEMENT (this “INTEREST 10 ARTICLE III REPRESENTATIONS AND WARRANTIES 10 ARTICLE IV COVENANTS 13 ARTICLE V DEFAULT 19 ARTICLE VI WAIVERS, AMENDMENTS AND REMEDIES 24 ARTICLE VII PROCEEDS; COLLECTION OF PLEDGED RECEIVABLES 24 ARTICLE VIII GENERAL PROVISIONS 25 ARTICLE IX THE COLLATERAL AGENT 31 ANNEX I - Form of Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).Supplement

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Pledge Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Pledgor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Pledge Agreement, or for recognition or enforcement of any judgment, and the Pledgor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courts. Final judgment against New York State court or, to the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided extent permitted by law. Nothing , in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned Pledgor agrees that process served either personally or by registered mail mail, return receipt requested, shall, to the extent permitted by law, constitute adequate service of process in any such suitproceeding. Without limiting the foregoing, the Pledgor hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System, with offices on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to receive, for them and on their behalf, service of process in the State of New York with respect thereto, PROVIDED that the Pledgor may appoint any other person, with offices in the State of New York to replace such agent for service of process upon delivery to each other Loan Party notice thereof. The undersigned Pledgor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Pledge Agreement shall affect any right that any Loan Party may otherwise have to bring any action or proceeding relating to this Pledge Agreement in the courts of any jurisdiction. (c) The Pledgor hereto irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Pledge Agreement in any New York State or federal court. The Pledgor hereto hereby irrevocably waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; court. (d) The Pledgor hereby waives all right to trial by jury in any immunity which it action, proceeding or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment counterclaim (whether provisional or finalbased on contract, in aid of execution, before judgment tort or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with relating to this Guarantee SupplementPledge Agreement, any document delivered under this Pledge Agreement, any Advance or the Subsidiary Guarantee Agreement or any other Credit Document to post security for actions of the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined Lender in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” negotiations, administration, performance or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement hereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned irrevocably submits Each of the parties hereto unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Guarantor or any Related Party of the foregoing in any way relating to the non-exclusive jurisdiction of this Guaranty, in any forum other than the courts of the State of New York, York sitting in New York County County, and the courts of the US located in United States District Court of the Southern District of New York York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any legal such action, suit litigation or proceeding arising out of or relating to this Guarantee Supplement may be brought against it heard and determined in any such courtsNew York State court or, to the fullest extent permitted by applicable law, in such federal court. Final Each of the parties hereto agrees that a final judgment against the undersigned in any such action, suit litigation or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgmentjudgment or in any other manner provided by law. The Guarantor hereby irrevocably appoints and empowers CT Corporation System (the “Process Agent”) as its agent in the State of New York pursuant to the designation of agent for service delivered (or to be delivered) pursuant to Section 3.01(f)(ix) of the Credit Agreement to receive on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process that may be served in any action, litigation or proceeding arising out of or relating to this Guaranty. The Guarantor hereby further irrevocably consents to the service of process in any such action, litigation or proceeding in such courts by the mailing thereof by any Lender Party by registered or certified mail, postage prepaid, to the Process Agent, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Guarantor agrees that a certified final judgment in any such action, litigation or exemplified copy of which proceeding shall be conclusive evidence of and may be enforced in other jurisdictions by suit on the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guaranty shall affect the any right of the Administrative Agent or that any other Secured Party party may otherwise have to commence legal proceedings or otherwise xxx the undersigned in bring any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit action or proceeding in any court referred relating to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party this Guaranty in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)jurisdiction.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Borrower hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York County and the courts of the US located in United States District Court for the Southern District of New York and agrees that in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement may be brought against it by the Agents and the Collateral Agent under this Agreement or under any document delivered hereunder and the Borrower hereby irrevocably appoints Xxxxxxx, Xxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (Attention: Xxxx Xxxxxxx), its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such courts. Final judgment action or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of the Borrower service of summons and other legal process of any such action or proceeding against the undersigned Borrower. The service, as herein provided, of such summons or other legal process in any such action, suit action or proceeding shall be conclusive deemed personal service and may accepted by the Borrower as such, and shall be enforced in legal and binding upon the Borrower for all the purposes of any other jurisdiction by suit on the judgment, such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the judgment, fact and of the amount of any indebtedness of the Borrower to any Agent or the Collateral Agent) against the Borrower in any such legal action or proceeding shall be conclusive and may be enforced in other manner provided jurisdictions by lawsuit on the judgment. Nothing in this Section 5(b) shall affect The Borrower will advise the right Collateral Agent promptly of any change of address of the Administrative Agent foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized agent appointed by the laws Borrower shall not be conveniently available for such service or if the Borrower fails to maintain an agent as provided herein, the Borrower hereby irrevocably appoints the person who then is the Secretary of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts State of the State of New York to any court as such attorney-in-fact and agent. The Borrower will advise the foregoing agent of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplementappointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Subsidiary Guarantee Agreement or Agents and the Collateral Agent may bring any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTappropriate jurisdiction. (c) IT IS MUTUALLY AGREED BY AND AMONG THE BORROWER, THE AGENTS AND THE COLLATERAL AGENT THAT EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEM HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (ba) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof; in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any of the other Note Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Note Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Agreement or any other Note Document in the courts of any jurisdiction. (b) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Note Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of such suit, action or proceeding in any such court. (c) The undersigned represents, warrants and agrees that, prior to the venue of Closing Date, it will have appointed CT Corporation System as its authorized agent (the "AUTHORIZED AGENT", which term, as used herein, includes any successor in such capacity) upon whom process may be served in any such action, suit or proceeding arising out of, based on or relating to this Agreement or any of the transactions contemplated hereby. Such appointment shall, to the fullest extent it may effectively do so under applicable law, be irrevocable. The undersigned represents, warrants and agrees that, prior to the Closing Date, the Authorized Agent will have agreed to act as such agent for service of process and the undersigned agrees, to the fullest extent it may effectively do so under applicable law, to take any and all action, including the filing of any and all documents and instruments and the payment of all fees, that may be necessary to effect and to continue such appointment in full force and effect as aforesaid for so long as any court referred of the Secured Obligations shall be outstanding and until the principal of, premium, if any and interest on, and any and all other amounts payable under or with respect to the Secured Obligations shall have been paid in full. The undersigned agrees, to the first sentence above; fullest extent it may effectively do so under applicable law, that service of process upon the Authorized Agent and written notice for such service to the undersigned (bmailed or delivered to its Secretary at the address shown next to its name on the signature page of this Agreement) any claim that shall be deemed, in every respect, effective service of process upon the undersigned in any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; proceeding. (d) any immunity which it or its assets may have in In respect of its obligations under this Guarantee Supplementany judgment or order given or made against the undersigned for any amount due hereunder that is expressed and paid in a currency (the "JUDGMENT CURRENCY") other than United States dollars, the Subsidiary Guarantee Agreement or undersigned will indemnify the Collateral Agent and each other Secured Party, from and against any other Credit Document from and all loss incurred by such Secured Party as a result of any suit, execution, attachment variation as between (whether provisional or final, in aid i) the rate of execution, before exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or otherwise) or other legal process; order and (eii) any right the rate of exchange at which such Secured Party is able to purchase United States dollars with the amount of judgment currency actually received by such Secured Party. The undersigned agrees, to the fullest extent it may have to require effectively do so under applicable law, that the moving party in any suit, action or proceeding brought in any foregoing indemnity shall constitute a separate and independent obligation of the courts referred to above arising out undersigned and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term "rate of or exchange" shall include any premiums and costs of exchange payable in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement purchase of or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered conversion into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)United States dollars.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) 35.1. This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 York. 35.2. Each Guarantor hereby irrevocably submits, for itself and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate its property, to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. (b) The undersigned irrevocably submits to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York, York sitting in New York County and the courts of the US located in United States District Court for the Southern District of New York and agrees that of any legal actionappellate court from any thereof, suit in any action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in such District Court or court of the State of New York or, to the extent permitted by applicable law, such appellate court. Each of the parties hereto agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Guaranty or any other Secured Loan Document shall affect any right that the Administrative Agent, the Letter of Credit Issuer or any Lender Party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate Loan Document against any Guarantor or its properties in the courts of any jurisdiction, . Each Guarantor irrevocably and unconditionally waives any objection which it may now or concurrently in more than one jurisdiction, or hereafter have to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws laying of venue of any such jurisdiction. The undersigned agrees that process served either personally suit, action or by registered mail shall, to the extent permitted by law, constitute adequate service of process proceeding described in this Section 16 and brought in any such suitcourt referred to in this Section 16. The undersigned Each of the parties hereto irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)court.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, to the exclusive jurisdiction of any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any of the other Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements or Secured Specified Credit Agreements to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final Each Guarantor agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings Each Guarantor irrevocably and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shallunconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements or Secured Specified Credit Agreements to which it is or is to be a party in any such suitNew York State or federal court. The undersigned Each Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, SECURED HEDGE AGREEMENTS, SECURED CASH MANAGEMENT AGREEMENTS OR SECURED SPECIFIED CREDIT AGREEMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursSECURED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned irrevocably submits Each of the parties hereto unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Guarantor or any Related Party of the foregoing in any way relating to the non-exclusive jurisdiction of this Guaranty, in any forum other than the courts of the State of New York, York sitting in New York County County, and the courts of the US located in United States District Court of the Southern District of New York York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any legal such action, suit litigation or proceeding arising out of or relating to this Guarantee Supplement may be brought against it heard and determined in any such courtsNew York State court or, to the fullest extent permitted by applicable law, in such federal court. Final Each of the parties hereto agrees that a final judgment against the undersigned in any such action, suit litigation or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgmentjudgment or in any other manner provided by law. The Guarantor hereby irrevocably appoints and empowers CT Corporation System (the “Process Agent”) as its agent in the State of New York pursuant to the designation of agent for service delivered (or to be delivered) pursuant to Section 3.01(f)(ix) of the Credit Agreement to receive on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process that may be served in any action, litigation or proceeding arising out of or relating to this Guaranty. The Guarantor hereby further irrevocably consents to the service of process in any such action, litigation or proceeding in such courts by the mailing thereof by any Lender Party by registered or certified mail, postage prepaid, to the Process Agent, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The Guarantor agrees that a certified final judgment in any such action, litigation or exemplified copy of which proceeding shall be conclusive evidence of and may be enforced in other jurisdictions by suit on the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shallGuarantor irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Guaranty in any such suitNew York State or federal court. The undersigned Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; court. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THIS GUARANTEE SUPPLEMENTGUARANTY, THE SUBSIDIARY GUARANTEE AGREEMENT CREDIT AGREEMENT, THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT DOCUMENTLENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. (e) To the extent that the Guarantor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its officers thereunto duly authorized as of the date first above written. ENCANA CORPORATION, as Guarantor By: Name: Title: By: Name: Title: Consented to: CITIBANK, N.A., as Administrative Agent By Name: Title: Citibank, N.A., as Administrative Agent for the Lenders and Issuing Banks party to the Credit Agreement referred to below 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Ladies and Gentlemen: Reference is made to the Second Amended and Restated Credit Agreement, dated as of October 20, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Alenco Inc., a Delaware corporation (the “Borrower”), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, RBS Securities Inc., Citigroup Global Markets Inc., Barclays Capital (“BARCLAYS CAPITAL”), the investment bank division of Barclays Bank PLC (“BARCLAYS BANK”, and together with BARCLAYS CAPITAL, “BARCLAYS”) and X.X. Xxxxxx Securities LLC as Lead Arrangers for the Lender Parties, Bank of America, N.A. and The Royal Bank of Scotland N.V., (Canada) Branch, as Syndication Agents for the Lender Parties, Citibank, N.A., as the Swing Line Bank and Administrative Agent for the Lender Parties. Terms defined in the Credit Agreement are used herein as therein defined. Pursuant to Section 8.11(b) of the Credit Agreement, the Lender named below hereby notifies the Administrative Agent as follows: [The Lender named below desires to extend the Termination Date with respect to its Revolving Credit Commitment and Swing Line Sub-Commitment until the Extended Termination Date.] [The Lender named below is also an Issuing Bank and desires to extend the Termination Date with respect to its Letter of Credit Sub-Commitment until the Extended Termination Date.] [The Lender named below desires to extend the Termination Date with respect to its Revolving Credit Commitment and Swing Line Sub-Commitment until the Extended Termination Date and offers to increase its Revolving Credit Commitment to a maximum aggregate amount of $ .] [The Lender named below is also an Issuing Bank and desires to extend the Termination Date with respect to its Letter of Credit Sub-Commitment until the Extended Termination Date and offers to increase its Letter of Credit Sub-Commitment to a maximum aggregate amount of $ .] [The Lender named below does NOT desire to extend the Termination Date with respect to its Revolving Credit Commitment and Swing Line Sub-Commitment until the Extended Termination Date.] [The Lender named below is also an Issuing Bank and does NOT desire to extend the Termination Date with respect to its Letter of Credit Sub-Commitment until the Extended Termination Date.] This notice is subject in all respects to the terms of the Credit Agreement and is irrevocable. Very truly yours, [NAME OF ADDITIONAL GUARANTORLENDER] By Name: Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31TO: CITIBANK, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”)N.A., in its capacity as collateral administrative agent for of the benefit of itself Lenders and the other Secured Parties Issuing Banks (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Administrative Agent”).

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference regard to conflicts of laws principles of New York State law rules (other than Sections § 5-1401 and 5-1402 of the New York General Obligations Law). The scope , except to the extent that the perfection, the effect of perfection or nonperfection, and/or the priority of the foregoing governing law provision is intended to be all-encompassing security interest or remedies hereunder in respect of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to particular Collateral is governed by the subject matter laws of a jurisdiction other than the Credit Documents, including contract claims, tort claims, breach State of duty claims and all other common law and statutory claimsNew York. (b) The undersigned Grantor (and the Lender by its acceptance hereof) hereby irrevocably submits and unconditionally submit, for themselves and their respective property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and the Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The Grantor consents to the service of process of any and all process which may be served in any suit, action or proceeding by the mailing of copies of such process by certified mail, return receipt requested, to the Grantor at its address specified in Section 14 hereof. The Grantor agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such other jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shallGrantor irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document to which it is or is to be a party in any such suitNew York State or federal court. The undersigned Grantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, GRANTOR AND THE LENDER (BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ) HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTAGREEMENT, THE SUBSIDIARY GUARANTEE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yoursLOAN DOCUMENT TO WHICH IT IS A PARTY, [NAME THE ADVANCES OR THE ACTIONS OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31THE LENDER OR ANY OF ITS AFFILIATES IN THE NEGOTIATION, 2008ADMINISTRATION, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS GUARANTY SHALL BE GOVERNED BY, including contract claimsAND CONSTRUED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAWS OF THE STATE OF NEW YORK. (b) The undersigned To the fullest extent permitted by law, the Guarantor hereby irrevocably submits and unconditionally (i) submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or Federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any of the other Financing Documents to which it is or is to be a party, and (ii) agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in such New York State court or in such Federal court. The Guarantor agrees, to the fullest extent permitted by law, that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdictionThe Guarantor hereby irrevocably and unconditionally waives, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) law, any objection which that it may have now or in the future hereafter have to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or relating to this Guaranty or any of the other Financing Documents to which it is or is to be a party in connection with this Guarantee Supplementany New York State or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the Subsidiary Guarantee Agreement defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any other Credit Document such court. The Guarantor also irrevocably consents, to post security for the costs fullest extent permitted by law, to the service of any and all process in any such suit, action or proceeding by the mailing through certified mail of copies of such process to the Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTat its address set forth below its signature below. (cd) THE GUARANTOR AND EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTGUARANTY, THE SUBSIDIARY GUARANTEE AGREEMENT ANY OTHER FINANCING DOCUMENT, OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with and governed by the laws of the State of New York without reference to conflicts York, except as otherwise required by mandatory provisions of law rules (and except to the extent that remedies provided by the laws of any jurisdiction other than Sections 5-1401 and 5-1402 the State of the New York General Obligations Law). The scope are governed by the laws of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimssuch jurisdiction. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or Federal court of the State United States of New York, America sitting in New York County County, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement or the Guarantee, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in such New York State or, to the extent permitted by law, in such Federal court. The undersigned agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guarantee Supplement shall affect any right that the right of Beneficiary may otherwise have to bring any action or proceeding relating to this Guarantee Supplement or the Administrative Agent Guarantee or any the other Secured Party to commence legal proceedings or otherwise xxx Amendment Loan Documents against the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party respective properties in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTjurisdiction. (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIESWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT ANY LOAN DOCUMENT OR AMENDMENT LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER CREDIT DOCUMENTTHEORY). Very truly yoursTHE UNDERSIGNED (A) CERTIFIES THAT NO REPRESENTATIVE, [NAME AGENT OR ATTORNEY OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE AGREEMENT SUPPLEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)SECTION AND THE GUARANTEE.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Amended and Restated Pledge Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each of IWC Inc. and IWC China hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Amended and Restated Pledge Agreement, or for recognition or enforcement of any judgment, and each of IWC Inc. and IWC China hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courts. Final judgment against New York State court or, to the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided extent permitted by law, in such federal court. Nothing in this Section 5(b) shall affect the right Each of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings IWC Inc. and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned IWC China agrees that process served either personally or by registered mail mail, return receipt requested, shall, to the extent permitted by law, constitute adequate service of process in any such proceeding. Without limiting the foregoing, each of IWC Inc. and IWC China hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System, with offices on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to receive, for them and on their behalf, service of process in the State of New York with respect thereto, PROVIDED that each of IWC Inc. and IWC China may appoint any other person, with offices in the State of New York to replace such agent for service of process upon delivery to each other Loan Party notice thereof. Each of IWC Inc. and IWC China agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amended and Restated Pledge Agreement shall affect any right that any Loan Party may otherwise have to bring any action or proceeding relating to this Amended and Restated Pledge Agreement in the courts of any jurisdiction. (c) Each of IWC Inc. and IWC China hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amended and Restated Pledge Agreement in any New York State or federal court. The undersigned Each of IWC Inc. and IWC China hereto hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; court. (d) Each of IWC Inc. and IWC China hereby waives all right to trial by jury in any immunity which it action, proceeding or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment counterclaim (whether provisional or finalbased on contract, in aid of execution, before judgment tort or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with relating to this Guarantee SupplementAmended and Restated Pledge Agreement, the Subsidiary Guarantee Agreement any document delivered under this Amended and Restated Pledge Agreement, any Advance or any other Credit Document to post security for First Supplemental Advance or the costs actions of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined Lender in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” negotiations, administration, performance or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement hereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, to the exclusive jurisdiction of any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty or any of the other Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements or Secured Specified Credit Agreements to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in . (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Section 5(b) shall affect Guaranty Supplement, the right Guaranty or any of the Administrative Agent other Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements or any other Secured Party Specified Credit Agreements to commence legal proceedings which it is or otherwise xxx the undersigned is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, SECURED HEDGE AGREEMENTS, SECURED CASH MANAGEMENT AGREEMENTS OR SECURED SPECIFIED CREDIT AGREEMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursSECURED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference regard to conflicts of laws principles of New York State law rules (other than Sections § 5-1401 and 5-1402 of the New York General Obligations Law). The scope , except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the foregoing governing law provision is intended to be all-encompassing security interest or remedies hereunder in respect of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to particular Collateral are governed by the subject matter laws of a jurisdiction other than the Credit Documents, including contract claims, tort claims, breach State of duty claims and all other common law and statutory claimsNew York. (b) The undersigned Grantor (and the Lender by its acceptance hereof) hereby irrevocably submits and unconditionally submit, for themselves and their respective property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and the Grantor (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The Grantor consents to the service of process of any and all process which may be served in any suit, action or proceeding by the mailing of copies of such process to the Grantor at its address specified in Section 14 hereof. The Grantor agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such other jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shallGrantor irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document to which it is or is to be a party in any such suitNew York State or federal court. The undersigned Grantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, GRANTOR AND THE LENDER (BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ) HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTAGREEMENT, THE SUBSIDIARY GUARANTEE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yoursLOAN DOCUMENT TO WHICH IT IS A PARTY, [NAME THE ADVANCES OR THE ACTIONS OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31THE LENDER OR ANY OF ITS AFFILIATES IN THE NEGOTIATION, 2008ADMINISTRATION, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York County and the courts of the US located in United States District Court for the Southern District of New York and agrees that in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement may be brought against it by the Agents and the Lender Parties under this Guaranty or under any document delivered hereunder and each Guarantor hereby irrevocably appoints Xxxxxxx, Xxxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (Attention: Xxxx Xxxxxxx), its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such courtsaction or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of each Guarantor service of summons and other legal process of any such action or proceeding against any Guarantor. Final judgment against the undersigned The service, as herein provided, of such summons or other legal process in any such action, suit action or proceeding shall be conclusive deemed personal service and may accepted by each Guarantor as such, and shall be enforced in legal and binding upon each Guarantor for all the purposes of any other jurisdiction by suit on the judgment, such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the judgment, fact and of the amount of any indebtedness of any Guarantor to any Agent or Lender Party) against such Guarantor in any such legal action or proceeding shall be conclusive and may be enforced in other manner provided jurisdictions by lawsuit on the judgment. Nothing in this Section 5(b) shall affect the right of Each Guarantor will advise the Administrative Agent promptly of any change of address of the foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced agent appointed by any other party in Guarantor shall not be conveniently available for such service or if any Guarantor fails to maintain an agent as provided herein, such Guarantor hereby irrevocably appoints the courts person who then is the Secretary of State of the State of New York to any court as such attorney-in-fact and agent. Each Guarantor will advise the foregoing agent of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplementappointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Subsidiary Guarantee Agreement or Agents and the Lender Parties may bring any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTappropriate jurisdiction. (c) IT IS MUTUALLY AGREED BY AND AMONG THE GUARANTORS, THE AGENTS AND THE LENDER PARTIES THAT EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEM HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)GUARANTY.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, construed and construed enforced in accordance with with, the laws law of the State of New York (including Section 5.1401 and Section 5.1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsprinciples thereof. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts of the State of New YorkYork sitting in the Borough of Manhattan, New York County and the courts of the US located in United States District Court for the Southern District of New York York, and agrees that any legal actionappellate court from any thereof, suit and for purposes of enforcement of collateral security or related matters, the courts of the jurisdiction where such Collateral is located, in any action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty or any other Loan Document to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by Applicable Law, in such Federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner mariner provided by law. Nothing in this Section 5(b) Guaranty Supplement, the Guaranty or in any other Loan Document shall affect the any right of the Administrative Agent undersigned to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any other Secured Party Loan Document to commence legal proceedings or otherwise xxx which the undersigned is a party in the courts of any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. . (c) The undersigned irrevocably waives and unconditionally waives, to the fullest extent permitted by applicable law (a) Applicable Law, any objection which that it may have now or in the future hereafter have to the laying of the venue of any such action, suit action or proceeding arising out of or relating to arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any court referred to in the first sentence above; paragraph (b) any claim that of this Section. The undersigned hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; court. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIESHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE GUARANTY SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER CREDIT DOCUMENTTHEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY SUPPLEMENT, THE GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By By: Name: Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as I, _________________, hereby certify that I am the Chief Financial Officer of March 31CRACKER BARREL OLD COUNTRY STORE, 2008, among XXXXXXXX BRANDS L.L.C.INC., a Delaware limited liability company Tennessee corporation (the “Company”), each other Person (as defined in and that I am duly authorized to execute this Solvency Certificate on behalf of the Company, which is being delivered pursuant Section 3.01(a)(viii) of the Credit Agreement dated as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor of July 8, 2011 (as defined below) pursuant amended, amended and restated, supplemented or otherwise modified from time to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as time, the “Obligors” or individually referred to as an Credit Agreement”) among the Company, the Subsidiary Guarantors party thereto, the Lender Parties party thereto, Xxxxx Fargo Bank, National Association (“ObligorXxxxx Fargo”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”), and Xxxxx Fargo, as Administrative Agent. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as therein defined. I do hereby further certify that I am generally familiar with the prospects, businesses, assets and finances of the Company and have carefully reviewed the contents of this Solvency Certificate and, in connection herewith, have reviewed such other documentation and information and have made such investigation and inquiries as I deem necessary and prudent therefor. I understand that the Agents and the other Lenders are relying on the truth and accuracy of this Solvency Certificate in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents. I do hereby further certify to the Administrative Agent, in good faith and to the best of my knowledge and belief, as follows: 1. The financial projections delivered to the Lenders pursuant to Section 3.01(a)(x) of the Credit Agreement and contained in the Information Memorandum (the “Projections”) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in the light of the conditions then existing and continue to be fair in light of the conditions existing on the date hereof (it being understood that (x) projections as to future events are not to be viewed as fact; and (y) because certain assumptions may not materialize, either partially or wholly, and because unanticipated events may occur and circumstances may arise subsequent to the date of the Projections, actual results during the period or periods covered by the Projections may differ materially from the projected results. I believe the Projections provide reasonable estimation of future performance subject, as stated above, to the uncertainty and approximation inherent in any projections. 2. I have concluded, in good faith and to the best of my knowledge and belief that, as of the date hereof, immediately before and after giving effect to the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents, each Loan Party is, individually and together with its Subsidiaries, Solvent. 3. In reaching the conclusions set forth in this Solvency Certificate, I have considered, on behalf of the Company, among other things: (a) the cash and other current assets of each Loan Party and its respective Subsidiaries; (b) all unliquidated and contingent liabilities of each Loan Party and its respective Subsidiaries including, without limitation, any claims arising out of pending or threatened litigation against any Loan Party or any Subsidiary thereof, or any of their respective property and assets, and in so doing, the Company has, in good faith, computed the maximum amount of such unliquidated and contingent liabilities as the maximum amount that, in light of all the facts and circumstances existing on the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability; (c) all of the other obligations and liabilities of each Loan Party and its respective Subsidiaries, whether matured or unmatured, liquidated or unliquidated, disputed or undisputed, secured or unsecured, subordinated, absolute, fixed or contingent, including, without limitation, any claims arising out of pending or threatened litigation against any Loan Party or any Subsidiary thereof or any of their respective property and assets; (d) the amortization requirements of the Credit Agreement and the other Loan Documents, the anticipated interest payable on the Advances and the fees payable under the Credit Agreement and the other Loan Documents, respectively; (e) the level of capital customarily maintained by each Loan Party and its respective Subsidiaries and other entities engaged in the same or similar business as the business of the Loan Parties and their respective Subsidiaries; (f) the values of real property, equipment, inventory, accounts receivables, trade secrets and proprietary information, leases, trademarks, goodwill, and all other property, real and personal, tangible and intangible of the Loan Parties and their respective Subsidiaries; (g) the experience of management of each Loan Party and its respective Subsidiaries in acquiring and disposing of its assets and managing its business; and (h) historical and anticipated growth in sales volume of each Loan Party and its respective Subsidiaries, and in the income stream generated by each Loan Party and its respective Subsidiaries. For purposes of this Solvency Certificate, the “fair salable value” of the Loan Parties’ and their Subsidiaries’ assets has been determined on the basis of the amount that I have concluded, in good faith and to the best of my knowledge and belief, may be realized within a reasonable time, either through collection or sale of such assets at the regular market value, conceiving the latter as the amount that could be obtained for the assets in question within such period by a capable and diligent business person from an interested buyer who is willing to purchase under ordinary selling conditions. Delivery of an executed counterpart of a signature page to this Solvency Certificate by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart of this Solvency Certificate.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY WHATSOEVER TO THIS AGREEMENT (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsWHETHER IN CONTRACT, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsTORT OR OTHERWISE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (b) The undersigned Company and each Grantor irrevocably submits to consents and agrees, for the non-exclusive jurisdiction benefit of the courts of the State of New YorkSecured Parties from time to time, New York County and the courts of the US located in the Southern District of New York and agrees that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter arising out of or relating to in connection with this Guarantee Supplement Agreement may be brought against it in any such courts. Final judgment against the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York or any United States federal court, sitting in the Borough of Manhattan, in the City of New York, New York, United States and, until amounts due and to become due in respect of the Obligations have been paid, hereby irrevocably consent and submit to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any court of the US; (d) any immunity which it action, suit or its assets may have proceeding for itself and in respect of its obligations properties, assets and revenues. Subject to the terms of the Collateral Documents, any action that may be brought in connection with the Collateral Documents will be subject to the exclusive jurisdiction of the Courts of the City of Rio de Janeiro, State of Rio de Janeiro, Brazil. (c) The Company and each Grantor has validly and effectively appointed Cogency Global Inc. (the “Process Agent”), with offices on the date hereof at East 40th Street, 10th Floor, New York, NY 10016, as its authorized agent upon which process may be served in any action, suit or proceeding referred to in Section 6.11(b). If for any reason such agent hereunder shall cease to be available to act as such, the Company and each Grantor agrees to designate a new agent in the Borough of Manhattan, in the City of New York, New York on the terms and for the purposes of this Section 6.11 reasonably satisfactory to the Intercreditor Agent. The Company and each Grantor further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such action, suit or proceeding against the Company or any Grantor, as applicable, by serving a copy thereof upon the relevant agent for service of process referred to in this Section 6.11 (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid to the Company or the relevant Grantor at its respective address specified in or designated pursuant to this Agreement. The Company and each Grantor agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. The Company and each Grantor further agree to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent in full force and effect so long as this Agreement shall be in full force and effect; provided that the Grantors may and shall (to the extent the Process Agent ceases to be able to be served on the basis contemplated herein), by written notice to the Trustee, designate such additional or alternative agents for service of process under this Guarantee SupplementSection 6.11 that (i) maintain an office located in the Borough of Manhattan, The City of New York in the Subsidiary Guarantee Agreement State of New York, (ii) are either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agree to act as agent for service of process in accordance with this Section 6.11. Such notice shall identify the name of such agent for process and the address of such agent for process in the Borough of Manhattan, The City of New York, State of New York. Notwithstanding the foregoing, there shall, at all times, be at least one agent for service of process for the Company and the Grantors appointed and acting in accordance with this Section 6.11. Nothing herein shall in any way be deemed to limit the ability of any Secured Party to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Company or any other Credit Document from Grantor or bring actions, suits or proceedings against the Company or any suitother Grantor, execution, attachment (whether provisional or finalas applicable, in aid of executionsuch other jurisdictions, before judgment or otherwise) or and in such manner, as may be permitted by applicable law. The Company and each other legal process; Grantor irrevocably and (e) unconditionally waives, to the fullest extent permitted by law, any right objection which it may now or hereafter have to require the moving party in any suit, action or proceeding brought in laying of venue of any of the courts referred to above aforesaid actions, suits or proceedings arising out of or in connection with this Guarantee Supplement, Agreement brought in the Subsidiary Guarantee Agreement courts of the State of New York or any other Credit Document United States federal court sitting in the Borough of Manhattan, in the City of New York, New York, United States and hereby further irrevocably and unconditionally waives and agrees, to post security for the costs of fullest extent permitted by law, not to plead or claim in any Guarantor such court that any such action, suit or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTproceeding brought in any such court has been brought in an inconvenient forum. (cd) The provisions of this Section 6.11 shall survive any termination of this Agreement, in whole or in part. (e) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIESPARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The Guarantor agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shallGuarantor irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Guaranty in any such suitNew York State or federal court. The undersigned Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT LOANS OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursGUARANTEED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts Bankruptcy Court and, if the Bankruptcy Court does not have (or abstains from) jurisdiction, to the exclusive jurisdiction of any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty or any of the other Loan Documents or Secured Cash Management Agreements to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in . (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Section 5(b) shall affect Guaranty Supplement, the right Guaranty or any of the Administrative Agent other Loan Documents or any other Secured Party Cash Management Agreements to commence legal proceedings which it is or otherwise xxx the undersigned is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS OR SECURED CASH MANAGEMENT AGREEMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursSECURED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by and construed in accordance with and governed by the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts Supreme Court of the State of New York, York sitting in New York County and the courts of the US located in United States District Court of the Southern District of New York York, and agrees that any legal actionappellate court from any thereof, suit in any action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty or any of the other Credit Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in such New York State or, to the extent permitted by law, in such Federal court. The undersigned agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guaranty Supplement or the Guaranty or any other Credit Document shall affect the any right of that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Guaranty or any of the other Secured Party Credit Documents to commence legal proceedings which it is or otherwise xxx is to be a party against the undersigned or its properties in the courts of any jurisdiction. (c) The undersigned hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty or any of the other Credit Documents to which it is or is to be a party in any other appropriate jurisdiction, or concurrently court referred to in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws paragraph (b) of any such jurisdictionthis Section. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; court. (d) The undersigned irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing in this Guaranty Supplement will affect the right of any immunity which it or its assets may have party to this Guaranty Supplement to serve process in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and manner permitted by law. (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE CREDIT DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursLENDER IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that Offshore Guaranty any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Offshore Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. The undersigned hereby irrevocably appoints CT Corporation System with an office on the date hereof at 1633 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxe "PROCESS AGENT"), as its agent to receive on behalf of the undersigned and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. The undersigned irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the undersigned at its address set forth below, such service to become effective 10 days after such mailing. The undersigned hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Loan Document that service of process was in any way invalid or ineffective. Nothing in this Section 5(b) herein shall affect the right of any Agent, any Lender Party or the Administrative Agent or holder of any Note to serve process in any other Secured Party manner permitted by law or to commence legal proceedings or otherwise xxx proceed against the undersigned in any other appropriate jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or concurrently in more than one jurisdictionhereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to serve processthis Guaranty Supplement, pleadings and the Offshore Guaranty or any of the other papers upon the undersigned Loan Documents to which it is or is to be a party in any manner authorized by the laws of any such jurisdictionNew York State or federal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENTSECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By -------------------------------------- Title: SUBSIDIARY GUARANTEE Address: Offshore Guaranty 285 EXHIBIT H TO THE CREDIT AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into OFFSHORE GUARANTY Dated as of March 31April 6, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (2000 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as defined Guarantors in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions favor of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREIN Offshore Guaranty TABLE OF CONTENTS SECTION PAGE 1. Guaranty; Limitation of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).Liability.............................................................................1

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each of the Guarantors and Lender Parties, and each Hedge Bank and Operating Lender seeking to enforce this Guaranty, hereby irrevocably submits to the non-exclusive jurisdiction of any New York State or Federal court sitting in the courts of the State County of New York, New York County and the courts of the US located in the Southern District The City of New York and agrees that York, in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement, and each of the Guarantors and Lender Parties, and each Hedge Bank and Operating Lender seeking to enforce this Guaranty, hereby irrevocably agrees that all claims in respect of such action or proceeding may be brought against it heard and determined in such New York State court or such Federal court. Each of the Guarantors and Lender Parties, and each Hedge Bank and Operating Lender seeking to enforce this Guaranty, hereby irrevocably agrees, to the fullest extent each may effectively do so, that each will not assert any defense that such courts do not have subject matter or personal jurisdiction of such action or proceeding or over any party hereto. Each of the Guarantors and Lender Parties, and each Hedge Bank and Operating Lender seeking to enforce this Guaranty, hereby irrevocably consents to the service of copies of the summons and complaint and any other process which may be served in any such courtsaction or proceeding by certified mail, return receipt requested, or by delivering of a copy of such process, in the case of each Guarantor, in care of the Borrower at its address specified in Section 10.02 of the Credit Agreement, in the case of each Lender Party, at its address specified in Section 10.02 of the Credit Agreement, with respect to each Hedge Bank seeking to enforce this Guaranty as specified in its respective Hedge Agreement, with respect to each Operating Lender seeking to enforce this Guaranty as specified in the respective Operating Indebtedness Agreement or by any other method permitted by law. Final Each of the Guarantors and Lender Parties, each Hedge Bank and each Operating Lender seeking to enforce this Guaranty hereby agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified judgment or exemplified copy of which shall be conclusive evidence of the judgment, or in by any other manner provided by law. . (c) Nothing in this Section 5(b) 16 shall affect the right of any of the Administrative Agent Guarantors, the Lender Parties, the Hedge Banks or any other Secured Party the Operating Lenders to commence serve legal proceedings or otherwise xxx the undersigned process in any other appropriate jurisdiction, manner permitted by law or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon affect the undersigned in any manner authorized by the laws right of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of parties to bring any such action, suit action or proceeding in against any court referred to in of the first sentence above; (b) any claim that any such action, suit parties or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party their property in the courts of the State of New York to any court of the US; other jurisdictions. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, GUARANTOR AND EACH LENDER PARTY BY ITS ACCEPTANCE HEREOFOF THIS GUARANTY, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIESEACH HEDGE BANK AND OPERATING LENDER SEEKING TO ENFORCE THIS GUARANTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).HEREBY

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final judgment against the The undersigned hereby agrees that service of process in any such actionaction or proceeding brought in any such New York state court or in such federal court may be made upon CT Corporation System at its offices at 000 Xxxxxx Xxxxxx, suit 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Process Agent”) and the undersigned hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The undersigned hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the undersigned at its address specified pursuant to Section 9 of the Subsidiary Guaranty. The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of the Administrative Agent Subsidiary Guaranty or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)court.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courts. Final judgment against New York State court or, to the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided extent permitted by law. Nothing , in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned Guarantor agrees that process served either personally or by registered mail mail, return receipt requested, shall, to the extent permitted by law, constitute adequate service of process in any C1-10 such suitproceeding. Without limiting the foregoing, the Guarantor hereby appoints, in the case of any such action or proceeding brought in the courts of or in the State of New York, CT Corporation System, with offices on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to receive, for them and on their behalf, service of process in the State of New York with respect thereto, PROVIDED that the Guarantor may appoint any other person, with offices in the State of New York to replace such agent for service of process upon delivery to each other Loan Party notice thereof. The undersigned Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty shall affect any right that any Loan Party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (c) The Guarantor hereto irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any New York State or federal court. The Guarantor hereto hereby irrevocably waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred such court. (d) If any sum due from the Guarantor under this Guaranty or any order or judgment given or made in relation thereto has to be converted from the currency (the "first currency") in which the first sentence above; same is payable hereunder or under such order or judgment into another currency (the "second currency") for the purpose of (a) making or filing a claim or proof against the Guarantor, (b) obtaining an order or judgment in any claim that any such action, suit court or proceeding has been brought in an inconvenient forum; other tribunal or (c) its right enforcing any order to judgment given or made in relation thereto, the Guarantor shall indemnify and hold harmless each of removal the persons to whom such sum is due from and against any loss suffered or incurred as a result of any matter commenced by any other party discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such person may in the courts ordinary course of business purchase the State first currency with the second currency upon receipt of New York a sum paid to it in satisfaction, in whole or in part, of any court of the US; such order, judgment, claim or proof. (de) The Guarantor hereby waives all right to trial by jury in any immunity which it action, proceeding or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment counterclaim (whether provisional or finalbased on contract, in aid of execution, before judgment tort or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with relating to this Guarantee SupplementGuaranty, any document delivered under this Guaranty, any Advance or the Subsidiary Guarantee Agreement or any other Credit Document to post security for actions of the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined Lender in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” negotiations, administration, performance or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement hereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final judgment against The Guarantor hereby further irrevocably appoints and empowers Corporation Service Company (the undersigned "Process Agent") as its agent in the State of New York pursuant to the designation of agent for service delivered (or to be delivered) pursuant to Section 3.02(k)(xxii) of the Credit Agreement to receive on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process that may be served in any action or proceeding arising out of or relating to this Guaranty, aud the Guarantor hereby irrevocably authorizes the Administrative Agent to file such designation of agent for service with any appropriate authority at such time and from time to time as the Administrative Agent, in its sole discretion, shall elect. The Guarantor hereby further irrevocably consents to the service of process in any such actionaction or proceeding in such courts by the mailing thereof by any parties to any of the Loan Documents by registered or certified mail, suit postage prepaid, to the Process Agent, and hereby further agrees that the failure of the Process Agent to give any notice of any such service to the Guarantor shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. As an alternative method of service, the Guarantor hereby also irrevocably consents to the service of any and all process in any such action or proceeding in such courts by delivering copies of such process by mail (using a method requiring evidence of receipt) to the Guarantor at its address specified in Section 13. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any jurisdiction. (c) To the extent that the Guarantor has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Guarantor hereby irrevocably waives such immunity in respect of its obligations under this Guaranty. (d) The Guarantor irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any such New York State or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (e) The Guarantor hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to any of the Loan Documents, the transactions contemplated thereby or the actions of the Administrative Agent or any other Secured Lender Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such actionnegotiation, suit administration, performance or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement thereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final judgment against the The undersigned hereby agrees that service of process in any such actionaction or proceeding brought in the any such New York State court or in such federal court may be made upon the Company and the undersigned hereby irrevocably appoints the Company its authorized agent to accept such service of process, suit and agrees that the failure of the Company to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. The undersigned hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Company at its address specified pursuant to Section 9.02 of the Credit Agreement. The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of the Administrative Agent Subsidiary Guaranty or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred such court. (d) The undersigned hereby irrevocably waives all right to above trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or in connection with this Guarantee Supplementrelating to any of the Loan Documents, the Subsidiary Guarantee Agreement Advances or the actions of the Agent or any other Credit Document to post security for Lender in the costs of any Guarantor negotiation, administration, performance or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENTenforcement thereof. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By By:_____________________________ Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).:

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections THIS GUARANTY SUPPLEMENT SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsBE GOVERNED BY, including contract claimsAND CONSTRUED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAW OF THE STATE OF NEW YORK. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any federal court of the United States of America sitting in City, County, and State of New York, New York County and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of Guaranty or the Administrative Agent Credit Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the Credit Agreement, the Guaranty thereunder or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Credit Agreement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENTLENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By By: Name: Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT Reference is made to the First Amended and Restated Credit Agreement dated as of February 15, 2018 (this as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Credit Agreement”; capitalized terms not otherwise defined herein shall have their respective meanings set forth in the Credit Agreement) is entered into as of March 31among Summit Hotel OP, 2008, among XXXXXXXX BRANDS L.L.C.LP, a Delaware limited liability company (partnership, as Borrower, Summit Hotel Properties, Inc., the “Company”)Subsidiary Guarantors party thereto, each other Person (the Lender Parties party thereto, KeyBank National Association, as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent Administrative Agent for the benefit of itself Lender Parties and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)Joint Lead Arrangers party thereto.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. (b) The undersigned irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York County and the courts of the US located in the Southern District of New York and agrees that any legal action, suit or proceeding arising out of or relating to this Guarantee Supplement may be brought against it in any such courts. Final judgment against the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx sxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX CXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned irrevocably submits Any legal action or proceeding with respect to the non-exclusive jurisdiction of this Guaranty may be brought in the courts of the State of New York, New York County and the courts or of the US located in United States for the Southern District of New York York, and, by execution and delivery of this Agreement, the Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Guarantor hereby further irrevocably waives any claim that any such courts lack jurisdiction over the Guarantor, and agrees not to plead or claim, in any legal action or proceeding with respect to this Guaranty brought in any of the aforesaid courts, that any legal action, suit or proceeding arising out of or relating to this Guarantee Supplement may be brought against it such court lacks jurisdiction over such Guarantor. The Guarantor agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Solely for the purposes of this Guaranty, to the full extent permitted by law the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. The Guarantor irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Process Agent, such service to become effective 30 days after such mailing. The Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder that service of process was in any way invalid or ineffective. Nothing in this Section 5(b) herein shall affect the right of the Administrative Agent or any Guaranteed Creditor to serve process in any other Secured Party manner permitted by law or to commence legal proceedings or otherwise xxx proceed against the undersigned Guarantor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned Guarantor hereby irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future hereafter have to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it aforesaid actions or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above proceedings arising out of or in connection with this Guarantee SupplementGuaranty brought in the courts referred to in clause (b) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (d) To the extent that such Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each Guarantor to the extent permitted by law hereby irrevocably waives such immunity in respect of its obligations under this Guaranty and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (d) shall have the fullest scope permitted under the United States Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable for purposes of such Act. (e) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in any currency (the "Original Currency") into another currency (the "Other Currency") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at 11:00 A.M. on the second Business Day preceding that on which final judgment is given. (f) The obligation of the Guarantor in respect to any sum due in the Original Currency from it to any Guaranteed Creditor hereunder or held by such Guaranteed Creditor shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that, on the Business Day following receipt by such Guaranteed Creditor of any sum adjudged to be so due in such Other Currency such Guaranteed Creditor may in accordance with normal banking procedures purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than the sum originally due to such Guaranteed Creditor in the Original Currency, the Subsidiary Guarantee Agreement Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Guaranteed Creditor against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to any Guaranteed Creditor in the Original Currency, such Guaranteed Creditor agrees to remit to the Guarantor such excess. (g) The Guarantor hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to any of this Guaranty, the transactions contemplated hereby or the actions of the Collateral Agent or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined Guaranteed Creditor in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” negotiation, administration, performance or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement hereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS AGREEMENT SHALL BE GOVERNED BY, including contract claimsAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAWS OF THE STATE OF NEW YORK. (b) The undersigned Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, any New York County and the courts of the US located State or Federal court sitting in the Southern District of New York and agrees that City in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be brought against heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. The Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. The Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or The Performance Guarantor hereby irrevocably designates, appoints, and empowers RGHI as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any other Secured Party to commence and all legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings summons, notices and other papers upon the undersigned documents which may be served in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of listed in Section 16(b) hereof which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. RGHI has, pursuant to the State of New York to any court of the US; Performance Undertaking Agreement, accepted such appointment. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, PERFORMANCE GUARANTOR AND THE ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF AND THE EACH OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INDEMNIFIED PARTY) HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENT. Very truly yoursTRANSACTION DOCUMENTS OR THE ACTIONS OF ANY INDEMNIFIED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS AGREEMENT SHALL BE GOVERNED BY, including contract claimsAND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAWS OF THE STATE OF NEW YORK. (b) The undersigned Each of the Performance Guarantor and the Administrative Agent (on behalf of itself and each other Indemnified Party) hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, any New York County and the courts of the US located State or Federal court sitting in the Southern District of New York and agrees that City in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be brought against heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each of the Performance Guarantor, the Trustee and the Administrative Agent (on behalf of itself and each other Lender Indemnified Party) hereby irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the Performance Guarantor, the Trustee and the Administrative Agent (on behalf of itself and each other Lender Indemnified Party) agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or The Performance Guarantor hereby irrevocably designates, appoints, and empowers RGHI as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service for any other Secured Party to commence and all legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings summons, notices and other papers upon the undersigned documents which may be served in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of listed in Section 16(b) hereof which may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts. RGHI has, pursuant to the State of New York to any court of the US; Performance Undertaking Agreement, accepted such appointment. (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee SupplementTHE PERFORMANCE GUARANTOR, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, TRUSTEE AND THE ADMINISTRATIVE AGENT (ON BEHALF OF ITSELF AND THE EACH OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LENDER INDEMNIFIED PARTY) HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENT. Very truly yoursTRANSACTION DOCUMENTS OR THE ACTIONS OF ANY INDEMNIFIED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final Each Guarantor agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Each Guarantor hereby irrevocably appoints C T Corporation System with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Process Agent”) as its agent to receive and forward on behalf of itself the summons and complain and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to any Guarantor in the care of the Process Agent at the Process Agent’s address, and each Guarantor hereby irrevocably authorizes and directs the Process Agent to receive such service on its behalf and forward such service to the Guarantors. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Guaranty or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Guaranty or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shallNYDOCS01/1267209 (c) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party in any such suitNew York State or federal court. The undersigned Each of the parties hereto hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT LOANS OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENTSECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yoursNYDOCS01/1267209 IN WITNESS WHEREOF, [NAME OF ADDITIONAL GUARANTOR] By each Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written. By: _______________________________________ Name: Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT NYDOCS01/1267209 By: _______________________________________ Name: Title: NYDOCS01/1267209 By: _______________________________________ Name: Title: NYDOCS01/1267209 By: _______________________________________ Name: Title: NYDOCS01/1267209 By: _______________________________________ Name: Title: NYDOCS01/1267209 By: _______________________________________ Name: Title: NYDOCS01/1267209 By: _______________________________________ Name: Title: NYDOCS01/1267209 Xxxxxx Xxxxxxx Funding, Inc., as Administrative Agent Xxx Xxxxxxxxxx Xxxxx, 0xx Xxxxx 000 Xxxxxx Xxxxx West Brooklyn, NY 11201 Attn: Xxxxx Xxxxxxx / Xxxxxx Xxxxxx Phone: (this “Security Agreement”000) is entered into 000-0000 / 7422 Fax: (000) 000-0000 / 7250 Credit Agreement dated as of March 31May 12, 20082011 among SENSATA TECHNOLOGIES B.V., among XXXXXXXX BRANDS L.L.C.a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Original BV Borrower”), SENSATA TECHNOLOGIES FINANCE COMPANY, LLC, a Delaware limited liability company (the “CompanyOriginal US Borrower”; together with the Original BV Borrower, the “Original Borrowers”), each other Person SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, certain Lender party thereto, the Initial L/C Issuer, the Initial Swing Line Lender and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Collateral Agent and Administrative Agent. (as amended, amended and restated, supplemented or otherwise modified from time to time (including pursuant to the Tenth Amendment referred to below), the “Credit Agreement”) with certain Lenders party thereto, the Initial L/C Issuer, the Initial Swing Line Lender and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent, as amended by (among others), that certain Amendment No. 10 to Credit Agreement and Amendment No. 1 to Domestic Guaranty and Foreign Guaranty, dated as of September 20, 2019, among the Original Borrowers, Sensata Technologies, Inc., a Delaware corporation (the “Borrower”), the Parent, the other Guarantors party thereto, the Administrative Agent and the Lenders party thereto. Ladies and Gentlemen: Reference is made to the above-captioned Credit Agreement and to the Foreign Guaranty referred to therein (such Foreign Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Foreign Guaranty Supplement, being the “Foreign Guaranty”). The capitalized terms defined in the Foreign Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)therein defined.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County County, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Subsidiary Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such actionaction or proceeding, suit or proceeding to the extent permitted by law, shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in . (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Section 5(b) shall affect Guaranty Supplement, the right Subsidiary Guaranty or any of the Administrative Agent other Loan Documents to which it is or any other Secured Party is to commence legal proceedings or otherwise xxx the undersigned be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT DOCUMENTLENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. [Signature Page Follows] Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By By: Name: [—] Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31[—] ALLIANCE RESOURCE OPERATING PARTNERS, 2008, among XXXXXXXX BRANDS L.L.C.L.P., a Delaware limited liability company partnership (the “CompanyBorrower”), each other Person hereby certifies that the person executing this certificate (this “Solvency Certificate”), Xxxxx Xxxxxxxx, is the Chief Financial Officer (or person performing a similar function) of the Borrower and that such officer (or such person) is duly authorized to execute this Solvency Certificate, which is hereby delivered on behalf of the Borrower and its Subsidiaries pursuant to Section 3.01(a)(ix) of the Third Amended and Restated Credit Agreement, dated as of May 23, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, being used herein as therein defined), among the Borrower, the lenders party thereto, the Issuing Banks, the Swing Line Bank, JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent for the Lenders, and the other parties named therein and a party thereto as a syndication agent, a joint lead arranger, a joint bookrunner or documentation agent. The Borrower further certifies that such officer (or such person) is generally familiar with the properties, businesses and assets of the Borrower and its Subsidiaries and has carefully reviewed the Loan Documents, the Related Documents and the contents of this Solvency Certificate and, in connection herewith, has reviewed such other documentation and information and has made such investigation and inquiries as the Borrower and such officer deem necessary and prudent therefor. The Borrower further certifies that the financial information and assumptions that underlie and form the basis for the representations and certifications made in this Solvency Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof. The Borrower has entered into the Credit Agreement, under which the Lenders intend to make available to the Borrower a revolving credit facility of up to $700,000,000 and a term loan facility of up to $250,000,000, in each case, for general corporate business or working capital purposes of the Borrower and its Subsidiaries, as set forth in the Credit Agreement as defined below) listed on Agreement. To secure the signature pages hereof payment of the Obligations of the Loan Parties under and in respect of the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) Loan Documents, each Subsidiary Guarantor is unconditionally and irrevocably guaranteeing all of the Obligations of each of the other Loan Parties under and in respect of the Loan Documents pursuant to the joinder provisions terms of Section 11.17 the Subsidiary Guaranty, subject to the limitations set forth therein. The Borrower understands that the Administrative Agent and the Lenders are relying upon the truth and accuracy of this Solvency Certificate in connection with the transactions contemplated by the Loan Documents. The Borrower hereby further certifies that: 1. The Borrower has reviewed the projected Consolidated balance sheets, income statements and statements of cash flows of the Loan Parties prepared by its management, including projected balance sheets, income statements and statements of cash flows of the Borrower and its Subsidiaries on an annual basis for each of its Fiscal Years through the date set forth in clause (hereinafter a) of the Company and all such other Persons are collectively referred to as definition of Termination Date (collectively, the “Obligors” or individually referred to as an “ObligorProjected Financial Statements”), which were prepared on the basis of the estimates and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A.assumptions stated therein, “RABOBANK NEDERLAND”a copy of which Projected Financial Statements were furnished to the Administrative Agent and the Lenders. The Borrower believes that the Projected Financial Statements were prepared in good faith and represent a reasonable estimate of its future financial performance and the future financial performance of its Subsidiaries and are reasonable in light of the business conditions existing on the date hereof. On the date hereof, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for immediately before and immediately after giving effect to the benefit consummation of itself the Transaction and the other Secured Parties (as defined in transactions contemplated by the Credit Agreement referred to below) (in such capacityand the other Transaction Documents, the “Collateral Agent”)fair value of the property and assets of each of the Borrower, individually, and of the Borrower and its Subsidiaries, taken as a whole, is greater than the total amount of liabilities (including contingent, subordinated, absolute, fixed, matured or unmatured and liquidated or unliquidated liabilities) of each of the Borrower, individually, and of the Borrower and its Subsidiaries, taken as a whole, respectively. 2. On the date hereof, immediately before and immediately after giving effect to the consummation of the Transaction and the execution of the Transaction Documents, the present fair saleable value of the property and assets of each of the Borrower, individually, and of the property and assets of the Borrower and its Subsidiaries, taken as a whole, exceeds the amount that will be required to pay the probable liabilities of the Borrower, individually, and of the Borrower and its Subsidiaries, taken as a whole, respectively, on its or their debts as they become absolute and matured. 3. On the date hereof, immediately before and immediately after giving effect to the consummation of the Transaction and the execution of the Transaction Documents, neither the Borrower, individually, nor the Borrower and its Subsidiaries, taken as a whole, is engaged in business or in a transaction, or is about to engage in business or in a transaction, for which its or their property and assets would constitute unreasonably small capital.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York Illinois without reference regard to conflicts of law rules (laws principles of Illinois law, except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the security interest or remedies hereunder in respect of any particular Collateral are governed by the laws of a jurisdiction other than Sections 5-1401 and 5-1402 the State of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsIllinois. (b) The undersigned Grantor and Borrower (and the Lender by its acceptance hereof) hereby irrevocably submits and unconditionally submit, for themselves and their respective property, to the non-exclusive nonexclusive jurisdiction of the courts any Illinois State court or federal court of the State United States of New YorkAmerica sitting in Chicago, New York County and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and the Grantor and Borrower (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsIllinois State court or, to the extent permitted by law, in such federal court. Final The Grantor and Borrower consent to the service of process of any and all process which may be served in any suit, action or proceeding by overnight delivery by any nationally recognized overnight delivery service, the transmission of copies of such process to the Grantor or Borrower at its respective address specified in Section 14 hereof. The Grantor and Borrower agree that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such other jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shallGrantor and Borrower irrevocably and unconditionally waive, to the fullest extent permitted by lawthey may legally and effectively do so, constitute adequate service any objection that they may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document to which either Borrower or Grantor is or is to be a party in any such suitIllinois State or federal court. The undersigned Grantor and Borrower hereby irrevocably waives waive, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court (cd) EACH OF THE UNDERSIGNED ANDGRANTOR, THE BORROWER AND THE LENDER (BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ) HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTAGREEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT NOTE OR ANY OTHER CREDIT DOCUMENT. Very truly yoursLOAN DOCUMENT TO WHICH IT IS A PARTY, [NAME THE ADVANCES OR THE ACTIONS OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31THE LENDER OR ANY OF ITS AFFILIATES IN THE NEGOTIATION, 2008ADMINISTRATION, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Foreign Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. The undersigned hereby irrevocably appoints C T Corporation System with an office on the date hereof at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Process Agent”) as its agent to receive and forward on behalf of itself the summons and complain and any other process which may be served in any such action or proceeding. Such service may be made by mailing or delivering a copy of such process to the undersigned in the care of the Process Agent at the Process Agent’s address, and the undersigned hereby irrevocably authorizes and directs the Process Agent to receive such service on its behalf and forward such service to the undersigned. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of the Administrative Agent Foreign Guaranty or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the Foreign Guaranty or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Foreign Guaranty or any of the other Loan Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar actionsuch court. SUBSIDIARY GUARANTEE AGREEMENTNYDOCS01/1267209 (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT LOANS OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENTSECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By _____________________________ Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).NYDOCS01/1267209 1. Bermuda Xxxxxxx Xxxx & Xxxxxxx 2.Bulgaria Gugushev & Partners

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any Federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such Federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of the Administrative Agent Credit Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction. (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionFederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT LOANS OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT DOCUMENT. Very truly yoursLENDER PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each Grantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any of the other Note Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and each Grantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final Each Grantor agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Note Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate jurisdiction, or concurrently Note Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall. (c) Each Grantor irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Note Documents to which it is or is to be a party in any such suitNew York State or federal court. The undersigned Each Grantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of such suit, action or proceeding in any such court. (d) Each Grantor represents, warrants and agrees that, prior to the venue of Closing Date, it will have appointed CT Corporation System as its authorized agent (the "AUTHORIZED AGENT", which term, as used herein, includes any successor in such capacity) upon whom process may be served in any such action, suit or proceeding arising out of, based on or relating to this Agreement or any of the transactions contemplated hereby. Such appointment shall, to the fullest extent it may effectively do so under applicable law, be irrevocable. Each Grantor represents, warrants and agrees that, prior to the Closing Date, the Authorized Agent will have agreed to act as such agent for service of process and such Grantor agrees, to the fullest extent it may effectively do so under applicable law, to take any and all action, including the filing of any and all documents and instruments and the payment of all fees, that may be necessary to effect and to continue such appointment in full force and effect as aforesaid for so long as any court referred of the Secured Obligations shall be outstanding and until the principal of, premium, if any and interest on, and any and all other amounts payable under or with respect to the Secured Obligations shall have been paid in full. Each Grantor agrees, to the first sentence above; fullest extent it may effectively do so under applicable law, that service of process upon the Authorized Agent and written notice for such service to such Grantor (bmailed or delivered to its Secretary at the address shown next to its name on the signature page of this Agreement) any claim that shall be deemed, in every respect, effective service of process upon such Grantor in any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and proceeding. (e) In respect of any right judgment or order given or made against a Grantor for any amount due hereunder that is expressed and paid in a currency (the "JUDGMENT CURRENCY") other than United States dollars, such Grantor will indemnify the Collateral Agent and each other Secured Party, from and against any and all loss incurred by such Secured Party as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which such Secured Party is able to purchase United States dollars with the amount of judgment currency actually received by such Secured Party. Each Grantor agrees, to the fullest extent it may have to require effectively do so under applicable law, that the moving party foregoing indemnity shall constitute a separate and independent obligation of such Grantor and shall continue in full force and effect notwithstanding any suit, action such judgment or proceeding brought in order as aforesaid. The term "rate of exchange" shall include any premiums and costs of the courts referred to above arising out of or exchange payable in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement purchase of or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered conversion into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)United States dollars.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courts. Final judgment against New York State court or, to the undersigned in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided extent permitted by law. Nothing , in this Section 5(b) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned Guarantor agrees that process served either personally or by registered mail mail, return recent requested, shall, to the extent permitted by law, constitute adequate service of process in any C2-10 such suitproceeding. The undersigned Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty shall affect any right that any Loan Party may otherwise have to bring any action or proceeding relating to this Guaranty in the courts of any jurisdiction. (c) The Guarantor hereto irrevocably waives and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty in any New York State or federal court. (d) The Guarantor hereto hereby irrevocably waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit action or proceeding in any court referred such court. (e) The Guarantor hereby waives all right to trial by jury in the first sentence above; (b) any claim that any such action, suit proceeding or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment counterclaim (whether provisional or finalbased on contract, in aid of execution, before judgment tort or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with relating to this Guarantee SupplementGuaranty, any document delivered under this Guaranty, any Advance or the Subsidiary Guarantee Agreement or any other Credit Document to post security for actions of the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined Lender in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” negotiations, administration, performance or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement hereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections THIS GUARANTY SUPPLEMENT SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsBE GOVERNED BY, including contract claimsAND CONSTRUED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAW OF THE STATE OF NEW YORK. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any federal court of the United States of America sitting in City, County, and State of New York, New York County and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of Guaranty or the Administrative Agent Credit Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the undersigned in Credit Agreement, the Guaranty thereunder or any of the other appropriate jurisdiction, or concurrently in more than one jurisdiction, or Loan Documents to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now is or in the future is to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other be a party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)jurisdiction.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned irrevocably submits Any legal action or proceeding with respect to the non-exclusive jurisdiction of this Guaranty or any other Credit Document may be brought in the courts of the State of New York, New York County and the courts or of the US located in United States for the Southern District of New York York, and, by execution and delivery of this Agreement, the Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Guarantor hereby further irrevocably waives any claim that any such courts lack jurisdiction over the Guarantor, and agrees not to plead or claim, in any legal action or proceeding with respect to this Guaranty or any other Credit Document brought in any of the aforesaid courts, that any legal action, suit or proceeding arising out of or relating to this Guarantee Supplement may be brought against it such court lacks jurisdiction over the Guarantor. The Guarantor agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Solely for the purposes of this Agreement, to the full extent permitted by law the Guarantor hereby appoints, as renewable invoices are paid in due course, CT Corporation System with an office on the date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Process Agent"), as its agent to receive on behalf of the Guarantor and its property service of copies of the summons and complaint and any other process which may be served in any such action or proceeding. The Guarantor irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the Process Agent, such service to become effective 30 days after such mailing. The Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Credit Document that service of process was in any way invalid or ineffective. Nothing in this Section 5(b) herein shall affect the right of the Administrative Agent or any Guaranteed Creditor to serve process in any other Secured Party manner permitted by law or to commence legal proceedings or otherwise xxx proceed against the undersigned Guarantor in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned Guarantor hereby irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future hereafter have to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it aforesaid actions or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above proceedings arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document brought in the courts referred to post security in clause (b) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (d) To the extent that the Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Guarantor to the extent permitted by law hereby irrevocably waives such immunity in respect of its obligations under this Agreement and, without limiting the generality of the foregoing, agrees that the waivers set forth in this subsection (d) shall have the fullest scope permitted under the United States Foreign Sovereign Immunities Act of 1976, as amended, and are intended to be irrevocable for purposes of such Act. (e) If for the costs purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in any currency (the "Original Currency") into another currency (the "Other Currency") the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Original Currency with the Other Currency at 11:00 A.M. on the second Business Day preceding that on which final judgment is given. (f) The obligation of the Guarantor in respect to any sum due in the Original Currency from it to any Guaranteed Creditor hereunder or held by such Guaranteed Creditor shall, notwithstanding any judgment in any Other Currency, be discharged only to the extent that, on the Business Day following receipt by such Guaranteed Creditor of any sum adjudged to be so due in such Other Currency, such Guaranteed Creditor may, in accordance with normal banking procedures, purchase the Original Currency with such Other Currency; if the amount of the Original Currency so purchased is less than the sum originally due to such Guaranteed Creditor in the Original Currency, the Guarantor or agrees, as a separate obligation and notwithstanding any such judgment, to post a bond or indemnify such Guaranteed Creditor against such loss, and if the amount of the Original Currency so purchased exceeds the sum originally due to take similar action. SUBSIDIARY GUARANTEE AGREEMENTany Guaranteed Creditor in the Original Currency, such Guaranteed Creditor agrees to remit to the Guarantor such excess. (cg) EACH OF THE UNDERSIGNED ANDThe Guarantor hereby irrevocably waives all right to trial by jury in any action, BY ITS ACCEPTANCE HEREOFproceeding or counterclaim (whether based on contract, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIEStort or otherwise) arising out of or relating to any of this Agreement or any of the other Credit Documents, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as the transactions contemplated thereby or the actions of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each Administrative Agent or any other Person (as defined Guaranteed Creditor in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” negotiation, administration, performance or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)enforcement thereof.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with and governed by the laws of the State of New York without reference to conflicts York, except as otherwise required by mandatory provisions of law rules (and except to the extent that remedies provided by the laws of any jurisdiction other than Sections 5-1401 and 5-1402 the State of the New York General Obligations Law). The scope are governed by the laws of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimssuch jurisdiction. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or Federal court of the State United States of New York, America sitting in New York County County, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement or the Guarantee, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in such New York State or, to the extent permitted by law, in such Federal court. The undersigned agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guarantee Supplement shall affect any right that the right of Beneficiary may otherwise have to bring any action or proceeding relating to this Guarantee Supplement or the Administrative Agent Guarantee or any the other Secured Party to commence legal proceedings or otherwise xxx Borrower Facility Loan Documents against the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party respective properties in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTjurisdiction. (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIESWAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, LEGAL PROCEEDING DIRECTLY OR COUNTERCLAIM INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT ANY LOAN DOCUMENT OR BORROWER FACILITY LOAN DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER CREDIT DOCUMENTTHEORY). Very truly yoursTHE UNDERSIGNED (A) CERTIFIES THAT NO REPRESENTATIVE, [NAME AGENT OR ATTORNEY OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTEE AGREEMENT SUPPLEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)SECTION AND THE GUARANTEE.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Guaranty Supplement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the courts any New York State court or any federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty or any of the other Loan Documents or US Secured Cash Management Agreements to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in . (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Section 5(b) shall affect Guaranty Supplement, the right Guaranty or any of the Administrative Agent other Loan Documents or any other US Secured Party Cash Management Agreements to commence legal proceedings which it is or otherwise xxx the undersigned is to be a party in any other appropriate jurisdiction, New York State or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdictionfederal court. The undersigned agrees that process served either personally or by registered mail shallhereby irrevocably waives, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTANY OF THE LOAN DOCUMENTS OR US SECURED CASH MANAGEMENT AGREEMENTS, THE SUBSIDIARY GUARANTEE AGREEMENT ADVANCES OR THE ACTIONS OF ANY OTHER CREDIT DOCUMENT. Very truly yoursSECURED PARTY IN THE NEGOTIATION, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31ADMINISTRATION, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT THEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Pledge Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Each of the Pledgors hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York, New York County and the courts of the US located in United States District Court for the Southern District of New York and agrees that in any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement may be brought against it by the Agents and the Lenders under this Pledge Agreement or under any document delivered hereunder and each of the Pledgors hereby irrevocably appoints Xxxxxxx, Xxxxxx & Faccio, LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (Attention: Xxxx Xxxxxxx), its attorney-in-fact and agent for service of summons or other legal process thereon, which service may be made by serving a copy of any summons or other legal process in any such courtsaction or proceeding on such agent and such agent is hereby authorized and directed to accept by and on behalf of each of the Pledgors service of summons and other legal process of any such action or proceeding against either of the Pledgors. Final judgment against the undersigned The service, as herein provided, of such summons or other legal process in any such action, suit action or proceeding shall be conclusive deemed personal service and may accepted by each of the Pledgors as such, and shall be enforced in legal and binding upon each of the Pledgors for all the purposes of any other jurisdiction by suit on the judgment, such action or proceeding. Final judgment (a certified or exemplified copy of which shall be conclusive evidence of the judgment, fact and of the amount of any indebtedness of either of the Pledgors to any Agent or Lender) against either of the Pledgors in any such legal action or proceeding shall be conclusive and may be enforced in other manner provided jurisdictions by lawsuit on the judgment. Nothing in this Section 5(b) shall affect Each of the right of Pledgors will advise the Administrative Agent promptly of any change of address of the foregoing agent or of the substitution of another agent therefor. In the event that the foregoing agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized agent appointed by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now or in the future to the laying of the venue Pledgors shall not be conveniently available for such service or if a Pledgor fails to maintain an agent as provided herein, each of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right Pledgors hereby irrevocably appoints the person who then is the Secretary of removal of any matter commenced by any other party in the courts State of the State of New York to any court as such attorney-in-fact and agent. Each of the US; (d) any immunity which it or its assets may have in respect Pledgors will advise the foregoing agent of its obligations under this Guarantee Supplementthe appointment made hereby, but failure to so advise shall not affect the appointment made hereby. Notwithstanding anything herein to the contrary, the Subsidiary Guarantee Agreement or Agents and the Lenders may bring any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTappropriate jurisdiction. (c) IT IS MUTUALLY AGREED BY AND AMONG THE PLEDGORS, THE AGENTS AND THE LENDERS THAT EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THEM HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER WHATSOEVER ARISING OUT OF OR RELATING TO IN ANY WAY CONNECTED WITH THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PLEDGE AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Guaranty shall be governed by by, and construed in accordance with with, the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsYork. (b) The undersigned Guarantor hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of any federal court of the courts United States of America sitting in New York City, and any appellate court thereof, or, if any such court refuses jurisdiction, the Supreme Court of the State of New York, York in and for New York County and the courts of the US located County, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty, the Cash Collateral Agreement or the Collateral Trust Agreement, or for recognition or enforcement of any judgment, and the Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined, to the extent permitted by law, in such federal court or, if such federal court refuses jurisdiction, in the Supreme Court of the State of New York in and for New York County. The Guarantor agrees that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) Guaranty shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty in the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shallGuarantor irrevocably and unconditionally waives, to the fullest extent permitted by lawit may legally and effectively do so, constitute adequate service any objection that it may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Guaranty, the Cash Collateral Agreement or the Collateral Trust Agreement in any such suitfederal court. The undersigned Guarantor hereby irrevocably waives waives, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTGUARANTY, THE SUBSIDIARY GUARANTEE CASH COLLATERAL AGREEMENT OR THE COLLATERAL TRUST AGREEMENT OR THE ACTIONS OF OTS OR ANY OTHER CREDIT DOCUMENTGUARANTEED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF ANY THEREOF. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (Remainder of this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”).page intentionally left blank]

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS GUARANTY SUPPLEMENT SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5‑1401 BE GOVERNED BY, including contract claimsAND CONSTRUED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAW OF THE STATE OF NEW YORK. (b) The undersigned hereby irrevocably submits and unconditionally submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or any federal court of the United States of America sitting in City, County, and State of New York, New York County and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty Supplement, the Guaranty, the Credit Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsNew York State court or, to the extent permitted by law, in such federal court. Final The undersigned agrees that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect Guaranty Supplement or the right of Guaranty or the Administrative Agent Credit Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx proceeding relating to this Guaranty Supplement, the undersigned in Credit Agreement, the Guaranty thereunder or any of the other appropriate jurisdiction, or concurrently in more than one jurisdiction, or Loan Documents to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) any objection which it may have now is or in the future is to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other be a party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENT (c) EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)jurisdiction.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflicts of law rules (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit DocumentsTHIS GUARANTY SHALL BE GOVERNED BY, including contract claimsAND CONSTRUED IN ACCORDANCE WITH, tort claims, breach of duty claims and all other common law and statutory claimsTHE LAWS OF THE STATE OF NEW YORK. (b) The undersigned To the fullest extent permitted by law, the Guarantor hereby irrevocably submits and unconditionally (i) submits, for itself and its property, to the non-exclusive nonexclusive jurisdiction of the courts any New York State court or Federal court of the State United States of New York, America sitting in New York County City, and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Guaranty or any of the other Credit Documents to which it is or is to be a party, and (ii) agrees that all claims in respect of any such action or proceeding may be brought against it heard and determined in such New York State court or, in such Federal court. The Guarantor agrees, to the fullest extent permitted by law, that a final judgment in any such courts. Final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b. (c) shall affect the right of the Administrative Agent or any other Secured Party to commence legal proceedings or otherwise xxx the undersigned in any other appropriate jurisdictionThe Guarantor hereby irrevocably and unconditionally waives, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws of any such jurisdiction. The undersigned agrees that process served either personally or by registered mail shall, to the extent permitted by law, constitute adequate service of process in any such suit. The undersigned irrevocably waives to the fullest extent permitted by applicable law (a) law, any objection which that it may have now or in the future hereafter have to the laying of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or relating to this Guaranty or any of the other Credit Documents to which it is or is to be a party in connection with this Guarantee Supplementany New York State or federal court. The Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the Subsidiary Guarantee Agreement defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any other Credit Document such court. The Guarantor also, irrevocably consents, to post security for the costs fullest extent permitted by law, to the service of any and all process in any such action or proceeding by the mailing of certified mail of copies of such process to the Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTat its address specified in Section 9. (cd) THE GUARANTOR AND EACH OF THE UNDERSIGNED AND, BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BENEFICIARY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTGUARANTY, THE SUBSIDIARY GUARANTEE AGREEMENT OR ANY OTHER CREDIT DOCUMENT. Very truly yours, [NAME OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31, 2008, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)OR ANY OTHER INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee Supplement Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York Illinois without reference regard to conflicts of law rules (laws principles of Illinois law, except to the extent that the perfection, the effect of perfection or nonperfection, and the priority of the security interest or remedies hereunder in respect of any particular Collateral are governed by the laws of a jurisdiction other than Sections 5-1401 and 5-1402 the State of the New York General Obligations Law). The scope of the foregoing governing law provision is intended to be all-encompassing of any and all disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of the Credit Documents, including contract claims, tort claims, breach of duty claims and all other common law and statutory claimsIllinois. (b) The undersigned Grantor and Borrower (and the Lender by its acceptance hereof) hereby irrevocably submits and unconditionally submit, for themselves and their respective property, to the non-exclusive nonexclusive jurisdiction of the courts any Illinois State court or federal court of the State United States of New YorkAmerica sitting in Chicago, New York County and the courts of the US located any appellate court from any thereof, in the Southern District of New York and agrees that any legal action, suit action or proceeding arising out of or relating to this Guarantee Supplement Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and the Grantor and Borrower (and the Lender by its acceptance hereof) hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be brought against it heard and determined in any such courtsIllinois State court or, to the extent permitted by law, in such federal court. Final The Grantor and Borrower consent to the service of process of any and all process which may be served in any suit, action or proceeding by overnight delivery by any nationally recognized overnight delivery service, the transmission of copies of such process to the Grantor or Borrower at its respective address specified in Section 14 hereof. The Grantor and Borrower agree that a final judgment against the undersigned in any such action, suit action or proceeding shall be conclusive and may be enforced in any other jurisdiction jurisdictions by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, judgment or in any other manner provided by law. Nothing in this Section 5(b) shall affect the right of the Administrative Agent Agreement or any other Secured Party Loan Document shall affect any right that any party may otherwise have to commence legal proceedings bring any action or otherwise xxx the undersigned in proceeding relating to this Agreement or any other appropriate jurisdiction, or concurrently Loan Document in more than one jurisdiction, or to serve process, pleadings and other papers upon the undersigned in any manner authorized by the laws courts of any such other jurisdiction. . (c) The undersigned agrees that process served either personally or by registered mail shallGrantor and Borrower irrevocably and unconditionally waive, to the fullest extent permitted by lawthey may legally and effectively do so, constitute adequate service any objection that they may now or hereafter have to the laying of process venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document to which either Borrower or Grantor is or is to be a party in any such suitIllinois State or federal court. The undersigned Grantor and Borrower hereby irrevocably waives waive, to the fullest extent permitted by applicable law (a) any objection which it may have now or in law, the future defense of an inconvenient forum to the laying maintenance of the venue of any such action, suit or proceeding in any court referred to in the first sentence above; (b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (c) its right of removal of any matter commenced by any other party in the courts of the State of New York to any court of the US; (d) any immunity which it or its assets may have in respect of its obligations under this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process; and (e) any right it may have to require the moving party in any suit, action or proceeding brought in any of the courts referred to above arising out of or in connection with this Guarantee Supplement, the Subsidiary Guarantee Agreement or any other Credit Document to post security for the costs of any Guarantor or to post a bond or to take similar action. SUBSIDIARY GUARANTEE AGREEMENTsuch court. (cd) EACH OF THE UNDERSIGNED ANDGRANTOR, THE BORROWER AND THE LENDER (BY ITS ACCEPTANCE HEREOF, THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ) HEREBY IRREVOCABLY WAIVES WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE SUPPLEMENTAGREEMENT, THE SUBSIDIARY GUARANTEE AGREEMENT NOTE OR ANY OTHER CREDIT DOCUMENT. Very truly yoursLOAN DOCUMENT TO WHICH IT IS A PARTY, [NAME THE ADVANCES OR THE ACTIONS OF ADDITIONAL GUARANTOR] By Title: SUBSIDIARY GUARANTEE AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of March 31THE LENDER OR ANY OF ITS AFFILIATES IN THE NEGOTIATION, 2008ADMINISTRATION, among XXXXXXXX BRANDS L.L.C., a Delaware limited liability company (the “Company”), each other Person (as defined in the Credit Agreement as defined below) listed on the signature pages hereof under the caption “Obligors” or which becomes a party hereto as a New Obligor (as defined below) pursuant to the joinder provisions of Section 11.17 (hereinafter the Company and all such other Persons are collectively referred to as the “Obligors” or individually referred to as an “Obligor”), and COÖPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH (“Rabobank”), in its capacity as collateral agent for the benefit of itself and the other Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Collateral Agent”)PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.