Common use of Guarantee Clause in Contracts

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors (other than the Borrowers) hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Control Co-Collateral Agent, for the ratable benefit of the Secured Credit Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations of such Borrower. This is a guarantee Each Borrower hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Control Co-Collateral Agent, for the ratable benefit of the Credit Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and not collection and performance by each other Borrower when due (whether at the liability stated maturity, by acceleration or otherwise) of the Borrower Obligations of each Guarantor is primary and not secondarysuch other Borrower. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor (other than, as to their respective Borrower Obligations, the Borrowers) hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative any Co-Collateral Agent or any Secured other Credit Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all Permitted Hedging Agreements secured hereby other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement any of the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative any Co-Collateral Agent or any other Secured Credit Party from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of any of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until each of the Borrower Obligations (other than contingent indemnification obligations for which no claim shall have then been asserted) are paid in full, no Letter of Credit shall be outstanding, outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all Permitted Hedging Agreements secured hereby other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of In order to induce the Guarantors herebyAdministrative Agent and the Lenders to become bound by this Agreement and to make the Loans hereunder to Viacom, jointly and severallyin consideration thereof, Viacom International hereby unconditionally and irrevocablyirrevocably guarantees, guarantees as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsLenders, the prompt and complete payment and performance by the Borrower and the Guarantors Viacom when due (whether at the stated maturity, by acceleration or otherwise) of the Viacom Obligations. This is a guarantee , and Viacom International further agrees to pay any and all expenses (including, without limitation, all reasonable fees, charges and disbursements of payment and not collection and counsel) which may be paid or incurred by the liability Administrative Agent or by the Lenders in enforcing, or obtaining advice of each Guarantor is primary and not secondary. (b) Anything herein or counsel in respect of, any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and their rights under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such GuarantorSection 8.2(a). The guarantee contained in this Article II Section 8.2(a), subject to Section 8.2(e), shall remain in full force and effect until all the Viacom Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations prior thereto Viacom may be outstanding. (e) free from any Viacom Obligations. Viacom International agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Section 8.2, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Section 8.2 for such purpose. No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Viacom or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Viacom or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Viacom Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shallViacom International under this Section 8.2 which, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, shall remain liable for the unpaid and outstanding Viacom Obligations up until, subject to Section 8.2(e), the Viacom Obligations are paid in full and the Commitments are terminated. Notwithstanding any other provision herein, the maximum liability of such Guarantor hereunder until Viacom International under this Section 8.2 shall in no event exceed the Obligations are paid in full, no Letter of Credit shall amount which can be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedguaranteed by Viacom International under applicable law.

Guarantee. (a) Each Subject to the provisions of paragraph 2(b), the Guarantors herebyGuarantor, jointly as primary obligor and severallynot merely as surety, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentTrustees and their respective successors and assigns, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment The Guarantor, as primary obligor and not collection merely as surety, further agrees to pay any and all reasonable expense (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the liability Trustees in enforcing any rights to, or collecting, any or all of each the Secured Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor is primary and not secondaryunder this Guarantee. (b) Anything herein herein, in the Trust Agreement or in any other Loan Secured Instrument or Security Document to the contrary notwithstanding, the maximum liability of each the Guarantor hereunder hereunder, and under any other document, agreement or instrument entered into in connection with the other Loan Documents Trust Agreement or the Secured Obligations, shall in no event exceed the maximum aggregate amount which can be guaranteed by such Guarantor under applicable federal and state laws relating equal to the insolvency largest amount that would not render its obligations hereunder and thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of debtorsTitle 11 of the United States Code or any applicable provisions of comparable state law. (c) Each This Guarantee shall remain in full force and effect until the Secured Obligations are paid and performed in full and all Secured Obligation Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Secured Obligations. (d) The Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent Trustees or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment or payments made by the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent Trustees or any other Secured Party from the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such the Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such the Guarantor hereunder until the Secured Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Secured Obligation Commitments are terminated.

Guarantee. (a) Each In order to induce the Agents and the Lenders to enter into this Agreement and to extend credit hereunder, and in recognition of the substantial direct and indirect benefits to be received by each Guarantor from the proceeds of the Loans, which will be used in part to enable the Borrower to make valuable transfers to the Guarantors in connection with the operation of their respective businesses, each Guarantor, which is a Subsidiary of the Borrower, hereby agrees with the Secured Parties as follows: each of the Guarantors hereby, jointly and severally, unconditionally and irrevocablyirrevocably guarantees as primary obligor and not merely as surety, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the full and prompt and complete payment and performance by the Borrower and the Guarantors when due (due, whether at the stated upon maturity, by acceleration or otherwise) , of any and all of the Obligations. If any or all of the Obligations of the Credit Parties to the Secured Parties becomes due and payable hereunder, each Credit Party irrevocably and unconditionally promises to pay such indebtedness to the Secured Parties, or order, on demand, together with any and all expenses which may be incurred by the Secured Parties in collecting any of the Obligations. This Guarantee is a guarantee guaranty of payment and not collection of collection. If claim is ever made upon any Secured Party for repayment or recovery of any amount or amounts received in payment or on account of any of the Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected in good faith by such payee with any such claimant (including any Credit Party), then and in such event each Credit Party agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding any revocation of this Guarantee or other instrument evidencing any liability of the Credit Parties, and each Guarantor Credit Party shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee. For the avoidance of doubt, each Credit Party expressly accepts and confirms for the purposes of articles 1278 to 1281 of the Luxembourg civil code that, notwithstanding any assignment, transfer and/or novation made pursuant to this Agreement, the guarantee given by it guarantees all Obligations (including without limitation, all obligations with respect to all rights and/or obligations so assigned, transferred or novated) and that any security interest created under any Security Document to which it is primary and not secondarya party shall be preserved for the benefit of any new Secured Party. (b) Anything herein Each Credit Party further agrees to pay any and all reasonable, document and invoiced out-of-pocket expenses (including all reasonable fees and disbursements of counsel) that may be paid or in incurred by the Administrative Agent or any other Loan Document to Secured Party in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the contrary notwithstandingObligations and/or enforcing any rights with respect to, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by or collecting against, such Guarantor under applicable federal and state laws relating to the insolvency of debtorsthis Guarantee. (c) Each Guarantor agrees that the Obligations may may, subject to Section 15.12 (Luxembourg Guarantee Limitations) and Section 15.13 (UK Guarantee Limitations), at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder hereunder, which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any other Secured Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the Secured Parties and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in fullfull (other than contingent or indemnification obligations not then asserted or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be have been terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No Except as provided in Section 8.15, no payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are shall have been paid in fullfull (other than contingent or indemnification obligations not then asserted or due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are shall have been terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsGuaranteed Parties, the prompt and complete payment payment, and not collection, and performance by the Borrower Company and the Guarantors each Subsidiary Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) and at all times thereafter, of the all Guaranteed Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Parties hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Guaranteed Obligations shall have been satisfied by payment paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations the Company and/or one or more of the Subsidiary Borrowers may be outstandingfree from any Guaranteed Obligations. (e) No payment made by the Company, any Subsidiary Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Guaranteed Party from the Company, any Subsidiary Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace or cure periods) of the Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any Issuer Obligation when and as the same shall become due, but after giving effect to all applicable grace or cure periods, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and shall forthwith pay, or cause to be paid, to the Trustee for distribution to the applicable Secured Parties in accordance with the Indenture, in cash, the amount of such unpaid Issuer Obligations. This is a guarantee of payment and not collection and the liability merely of each Guarantor is primary and not secondarycollection. (b) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Issuer Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment date (the “Termination Date”) on which this Agreement ceases to be of further effect in full, no Letter accordance with Article XII of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedBase Indenture, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Issuer may be outstandingfree from any Issuer Obligations. (e) No payment made by the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Trustee or any other Secured Party from the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Issuer Obligations or any payment received or collected from such Guarantor in respect of the Issuer Obligations), remain liable hereunder for the Issuer Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, 1.1 The Guarantor as primary obligor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Beneficiary the ratable benefit due and punctual payment by the Obligor of all monies that are or may become due from the Obligor under or in respect of the Secured Parties Guaranteed Agreement including without limitation the principal of and each interest on the loan made under the Guaranteed Agreement and any damages or other liability in respect of their respective successors, endorsees, transferees any breach of the Guaranteed Agreement (the “Guaranteed Amounts”). 1.2 If and assignswhenever the Obligor defaults for any reason whatsoever in the payment of any Guaranteed Amount, the prompt and complete Guarantor shall forthwith upon demand pay (or procure the payment and performance of) the Guaranteed Amount in regard to which such default has been made in the manner prescribed by the Borrower Guaranteed Agreement and so that the Guarantors when due (whether at same benefits shall be conferred on the stated maturity, Beneficiary as it would have received if the Guaranteed Amounts had been duly paid by acceleration or otherwise) of the Obligations. Obligor. 1.3 This deed is a guarantee of payment in addition to and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in substitution for any other Loan Document to security which the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations Beneficiary may at any time and from time to time exceed the amount hold for payment of the liability of Guaranteed Amounts and may be enforced without first having recourse to any such Guarantor hereunder security and without impairing taking any steps or proceedings against the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunderObligor. (d) Each 1.4 As a separate and independent stipulation the Guarantor agrees that if the maturity of any of the Obligations is accelerated Guaranteed Amounts which may not be recoverable from or enforceable against the Obligor by bankruptcy reason of any legal limitation, disability or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand incapacity on or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Obligor, the invalidity of the Guaranteed Agreement, no Obligations may be outstanding. (e) No payment made the Obligor not being legally bound by the BorrowerGuaranteed Agreement for failure of it being properly executed and delivered, any of the Guarantors, any other guarantor or any other Person fact or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment circumstance (other than proper payment or performance, binding written waiver by the Beneficiary, or any payment made limitation imposed by such the Guaranteed Agreement) shall nevertheless be recoverable from the Guarantor as though the same had been owed by the Guarantor and the Guarantor were the sole or principal obligor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit thereof and shall be outstanding, and all Permitted Hedging Agreements secured hereby and paid by the Credit Agreement and the Aggregate Commitments are terminatedGuarantor forthwith upon demand.

Guarantee. 2.1 The Guarantor hereby irrevocably, unconditionally, and as principal obligor : (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for Lender the ratable benefit of the Secured Parties due and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and punctual performance by the Borrower and of all its obligations under the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.CLA; (b) Anything herein undertakes to the Lender that whenever the Borrower does not pay any amount when due to the Lender (in particular the Loan or interest thereon) under or in any other Loan Document connection with the CLA, that the Guarantor shall forthwith on demand by the Lender pay that amount as if the Guarantor instead of the Borrower were expressed to be the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.principal obligor; (c) Each Guarantor agrees that indemnifies the Obligations may at Lender on demand against any time and loss or liability suffered by the Lender, from time to time exceed time, in connection with or as a direct or indirect result of: (i) the Borrower failing to pay any amount expressed to be payable under the CLA on the date when it ought to have been paid; (ii) any breach, default or failure by the Borrower to duly and punctually perform and observe any of its obligations under the liability of such CLA; and (iii) any obligation guaranteed by the Guarantor hereunder without impairing being or becoming void, voidable, unenforceable, invalid or illegal as against the guarantee contained in this Article II Borrower for any reason whatsoever, whether or affecting not known to the rights and remedies of the Administrative Agent or any Secured Party hereunder.Lender; and (d) Each agrees with the Lender that if, for any reason, any amount claimed by the Lender under this Clause 2.1 is not recoverable on the basis of a guarantee, the Guarantor agrees that if will be liable to indemnify the maturity Lender against any and all Losses the Lender incurs as a result of a failure by the Borrower to make any form of payment pursuant to the Obligations CLA in accordance with the terms therein. 2.2 This Guarantee is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this a continuing guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II and shall remain in full force and effect until all the Obligations shall Guaranteed Liabilities have been fully and irrevocably paid, discharged, satisfied by payment in fullfull and/or performed in accordance with the CLA, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue regardless of any action intermediate payment or proceeding or any set-off or appropriation or application at any time or from time to time discharge in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedpart.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower Borrowers and the Guarantors each other Loan Party when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under any applicable federal and state laws Law relating to fraudulent conveyances, fraudulent transfers, or the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 10.02). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the maximum amount of the liability of such Guarantor hereunder under Section 10.01(b) without impairing the guarantee contained in this Article II X or affecting the rights and remedies of the Administrative Agent or any Secured Party Parties hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II X shall remain in full force and effect until all the Obligations (other than any contingent indemnification obligations not then due) shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby (except to the extent that the Letters of Credit have been Cash Collateralized or otherwise supported, in each case, on terms satisfactory to the Administrative Agent), and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by the BorrowerBorrowers, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the BorrowerBorrowers, any of the Guarantors, any other guarantor Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release release, modify or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (other than any contingent indemnification obligations not then due) are paid in full, no Letter of Credit shall be outstandingoutstanding (except to the extent that the Letters of Credit have been Cash Collateralized or otherwise supported, in each case, on terms satisfactory to the Administrative Agent), and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, (i) absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent, Agent for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations and (ii) indemnifies and holds harmless the Administrative Agent and each Lender from, and agrees to pay to the Administrative Agent and each Lender, all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by the Administrative Agent or such Lender in enforcing any of its rights under this Agreement. This The guarantee in this Section 2.1 is a guarantee continuing guarantee, and shall apply to all Obligations owing at any time whenever arising or incurred and shall remain in full force and effect until the Obligations have been indefeasibly paid in full in cash. Each Guarantor agrees that notwithstanding any stay, injunction or other prohibition preventing the payment by the Borrower of payment all or any portion of the Borrower Obligations and notwithstanding that all or any portion of the Borrower Obligations may be unenforceable or not collection allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower, such Borrower Obligations shall nevertheless be due and payable by such Guarantor for the liability purposes of each Guarantor is primary and not secondarythis Agreement at the time such Borrower Obligations would by payable by the Borrower under the provisions of the Credit Agreement. Notwithstanding the foregoing, any enforcement of this Agreement with respect to the rights of any Lender may be accomplished by the Administrative Agent acting on behalf of such Lender. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2.1 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2.1 shall have been satisfied by indefeasible payment in fullfull in cash, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until until, subject to Section 2.6, the Borrower Obligations are indefeasibly paid in fullfull in cash, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lender and each of their respective its successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein The Guarantor further agrees to pay any and all expenses (including all fees and disbursements of counsel) which may be paid or incurred by the Lender in enforcing, or obtaining advice of counsel in respect of, any other Loan Document to the contrary notwithstandingrights with respect to, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at or collecting, any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorArticle. The guarantee contained in this This Article II shall remain in full force and effect until all the Obligations and the obligations of the Guarantor under the guarantee contained in this Article shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments Commitment shall be terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstandingfree from any Obligations. (ec) No payment or payments made by the Borrower, any of the GuarantorsCredit Party, any other guarantor or any other Person or received or collected by the Administrative Agent Lender from any collateral security or any other Secured Credit Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable hereunder for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are Commitment is terminated. (d) The Guarantor agrees that whenever, at any time or from time to time, it shall make any payment to the Lender on account of its liability hereunder, it will notify the Lender in writing that such payment is made under this Article for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors Master Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace periods) of the Master Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Master Issuer to pay any Master Issuer Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and shall forthwith pay, or cause to be paid, to the Trustee for distribution to the applicable Secured Parties in accordance with the Indenture, in cash, the amount of such unpaid Master Issuer Obligation. This is a guarantee of payment and not collection and the liability merely of each Guarantor is primary and not secondarycollection. (b) Anything herein or in any other Loan Related Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Related Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Master Issuer Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment date (the “Termination Date”) on which this Agreement ceases to be of further effect in full, no Letter accordance with Article XII of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedBase Indenture, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Master Issuer may be outstandingfree from any Master Issuer Obligations. (e) No payment made by the BorrowerMaster Issuer, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Trustee or any other Secured Party from the BorrowerMaster Issuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Master Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Master Issuer Obligations or any payment received or collected from such Guarantor in respect of the Master Issuer Obligations), remain liable hereunder for the Master Issuer Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances, transfers or the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if Subject to Section 8.15 hereof, the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by full and final payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby cash and the Credit Agreement Initial Term Loan Commitment and the Aggregate Commitments Subsequent Term Loan Commitment shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement Initial Term Loan Commitment and the Aggregate Commitments Subsequent Term Loan Commitment are terminated.

Guarantee. To induce the Guaranteed Party to enter into the LNG Terminal Use Agreement dated as of September 2, 2004 (athe “Agreement”) Each of with TOTAL LNG USA, INC. (the Guarantors hereby“Company”), jointly and severallythe Guarantor absolutely, unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentGuaranteed Party and its successors and permitted assigns the prompt payment of all amounts that become due and payable (subject to any applicable grace period) by the Company to the Guaranteed Party under the Agreement from and after the “Commercial Start Date” as such term is defined in the Agreement, for the ratable benefit including payment obligations in respect of any breach of the Secured Parties and each of their respective successors, endorsees, transferees and assignsAgreement by the Company after the Commercial Start Date (collectively, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity“Obligations”); provided, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstandinghowever, the maximum Guarantor’s total liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment respect of the Obligations shall be deemed a cumulative maximum amount of Two Billion Five Hundred Million U.S dollars ($2,500,000,000) (the “Maximum Guaranteed Amount”). All amounts paid by or on behalf of the Company pursuant to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor Agreement in respect of the Obligations shall be included in determining whether the Maximum Guaranteed Amount has been reached and shall count towards the satisfaction thereof for all purposes of this Guarantee. Notwithstanding anything to the contrary, the following are excluded from the definition of Obligations and the Guarantor shall have no liability in respect thereof: obligations to pay the Guaranteed Party or third parties for claims or by way of indemnity or contribution for claims arising in tort or strict liability, or claims for damages to property of the Guaranteed Party or any payment received third party or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up personal injury to the maximum liability Guaranteed Party’s or any third party’s employees, agents or contractors under the laws of such any jurisdiction. For the avoidance of doubt, in no event shall Guarantor hereunder have any obligation under the Guarantee unless and until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedCommercial Start Date occurs.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Primary Obligations. This is a guarantee of payment and performance when due and not collection of collection, and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document Secured Agreement to the contrary notwithstanding, the maximum liability of each Guarantor (other than the Borrower) hereunder and under the other Loan Documents Secured Agreements shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Primary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Collateral Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Primary Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment Payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedFull, notwithstanding that from time to time during the term of the Credit Agreement, Agreement no Primary Obligations may be outstanding. (e) No payment made by the Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, Guarantors any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the any Primary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the any Primary Obligations or any payment received or collected from such Guarantor in respect of the any Primary Obligations), remain liable for the Primary Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid Payment in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedFull.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for Agent and the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee , in lawful money of payment and not collection the United States or any other Agreed Currency in which such Obligations may be payable, and the liability Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of each Guarantor is primary and not secondary. (bcounsel) Anything herein which may be paid or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed incurred by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorGuarantee. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Revolving Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstandingfree from any Obligations. This Guarantee is a guarantee of payment when due and not of collection. (eb) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such the Guarantor in respect of the Obligations or any payment payments received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Revolving Credit Agreement and the Aggregate Commitments are terminated. (c) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and or the Guarantors Subsidiaries of the Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the External Sharing Debt Obligations and the obligations of each Guarantor in respect of the Borrower Obligations and the External Sharing Debt Obligations under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreements the Borrower may be outstandingfree from any Borrower Obligations or External Sharing Debt Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each The Guarantor irrevocably and unconditionally guarantees the due and punctual payment of principal of, and premium, if any, and interest (including interest accruing during the Guarantors herebypendency of any bankruptcy, jointly and severallyinsolvency, unconditionally and irrevocablyreceivership or other similar proceeding, guarantees to the Administrative Agentregardless of whether allowed or allowable in such proceeding) on, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. (b) This is Guarantee constitutes a guarantee of payment and the Bank shall not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein have any obligation to enforce any Loan Document or in any other Loan Document agreement or document with respect to the contrary notwithstandingObligations or exercise any right or remedy with respect to any collateral security thereunder by any action, including, without limitation, making or perfecting any claim against any Person or any collateral security for any of the Obligations prior to being entitled to the benefits of this Guarantee. The Bank may, at its option, proceed against the Guarantor, or any other guarantor, in the first instance to enforce the Obligations without first proceeding against the Borrowers or any other Person, and without first resorting to any other rights or remedies, as the Bank may deem advisable. In furtherance hereof, if the Bank is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Obligation in accordance with its terms, the maximum liability of each Bank shall be entitled to receive hereunder from the Guarantor hereunder and under after demand therefor, the other Loan Documents shall in no event exceed the amount sums which can be guaranteed by would have been otherwise due had such Guarantor under applicable federal and state laws relating to the insolvency of debtorscollection or enforcement not been prevented or hindered. (c) Each Guarantor agrees It is understood that the Obligations may at any time and from time to time exceed while the amount of the liability of such Guarantor hereunder without impairing the guarantee contained Obligations is not limited, if, in this Article II any action or proceeding involving any state or federal bankruptcy, insolvency or other law affecting the rights and remedies of creditors generally, this Guarantee would be held or determined to be void, invalid or unenforceable on account of the Administrative Agent amount of the aggregate liability of the Guarantor under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the aggregate amount of such liability shall, without any further action of the Guarantor, the Bank shall be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or any Secured Party hereunderproceeding. (d) Each Guarantor agrees that if the maturity of any The obligations hereunder of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for Guarantor are joint and several with the purpose obligations of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect if any) of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors herebyCFC and CHL (each, jointly and severally, a “Guarantor”) hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors other when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the other hereunder (with respect to such Guarantor, the “Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 8.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II VIII or affecting the rights and remedies of the Managing Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Article VIII shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, no Obligations Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees as a primary obligor and not merely as surety to the Administrative Shared Collateral Agent, for the ratable benefit of the Shared Collateral Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the its respective Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Shared Collateral Agent or any Shared Collateral Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding full and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate any Incremental Revolving Commitments shall be terminated, notwithstanding that from time to time during the term of each Credit Agreement the Credit Agreement, no Obligations applicable Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Shared Collateral Agent or any other Shared Collateral Secured Party from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit full and any Incremental Revolving Commitments shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Guaranteed Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Guaranteed Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article ARTICLE II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in fullfull in cash, no Letter of Credit shall be outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and all Permitted Hedging Agreements secured hereby and the Credit Agreement and of the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in fullfull in cash, no Letter of Credit shall be outstanding, is outstanding (except for Letters of Credit secured by cash collateral as permitted in Section 2.07(a)(iii) of the Credit Agreement) and all Permitted Hedging Agreements secured hereby and the Credit Agreement and of the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Secured Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment Payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingFull. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid Payment in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedFull.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations, Obligations in respect of Secured Hedge Agreements and Cash Management Obligations) of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, the Commitments have been terminated and either no Letter of Credit shall be outstanding and all Permitted Hedging Agreements or each outstanding Letter of Credit has been cash collateralized so that it is fully secured hereby and to the Credit Agreement and reasonable satisfaction of the Aggregate Commitments shall be terminatedAdministrative Agent, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement any Loan Party may be outstandingfree from any of the Obligations. (e) No Except as provided in Section 4.14, no payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, the Commitments have been terminated, and either no Letter Letters of Credit shall be outstanding, and all Permitted Hedging Agreements outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured hereby and to the Credit Agreement and reasonable satisfaction of the Aggregate Commitments are terminatedAdministrative Agent.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Foreign Subsidiary Borrowers (the “Subsidiary Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor The Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor the Company hereunder that would exist in the absence of this Article X without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Subsidiary Obligations shall have been satisfied by payment in fullfull in immediately available funds, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Guarantee the Credit Agreement, no Obligations Foreign Subsidiary Borrowers may be outstandingfree from any Subsidiary Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor the Company hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor the Company in respect of the Subsidiary Obligations or any payment received or collected from such Guarantor the Company in respect of the Subsidiary Obligations), remain liable for the Subsidiary Obligations up to the maximum liability of such Guarantor hereunder until the Subsidiary Obligations are paid in fullfull in immediately available funds, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. The Guarantor hereby unconditionally guarantees to the Holders from time to time of the Securities (a) Each the full and prompt payment of the Guarantors herebyprincipal of and any premium on any Security when and as the same shall become due, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturitymaturity thereof, by acceleration acceleration, redemption or otherwise) of the Obligations. This is a guarantee of payment otherwise and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein the full and prompt payment of any interest on any Security when and as the same shall become due. Each payment by the Guarantor with respect to any Security shall be paid in the currency specified in this Indenture or in the related Certified Resolution or Supplemental Indenture for payments on such Security. Each and every default in the payment of the principal of or interest or any other Loan Document premium on any Security shall give rise to a separate cause of action hereunder, and separate suits may be brought hereunder as each cause of action arises. The obligations of the contrary notwithstanding, the maximum liability of each Guarantor hereunder shall be absolute and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal unconditional and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations entire principal of and interest and any premium on the Securities shall have been satisfied by paid or provided for in accordance with the provisions of this Indenture, and such payment in fullshall not be affected, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and modified or impaired upon the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that happening from time to time during the term of any event, including without limitation any of the Credit Agreementfollowing, no Obligations may be outstanding.whether or not with notice to, or the consent of, the Guarantor: (a) the waiver, surrender, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Company under this Indenture or the Securities; (b) the failure to give notice to the Guarantor of the occurrence of an Event of Default; (c) the waiver, compromise or release of the payment, performance or observance by the Company or the Guarantor of any or all of the obligations, covenants or agreements of either of them contained in this Indenture; (d) the extension of the time for payment of any principal of or interest or any premium on any Security or for any other payment under this Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of this Indenture; (e) No payment made by the Borrowermodification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Indenture or the Securities; (f) the taking or the omission of any of the Guarantorsactions referred to in this Indenture and any of the actions under the Securities; (g) any failure, omission, delay or lack on the part of the Trustee to enforce, assert or exercise any other guarantor right, power or remedy conferred on the Trustee in this Indenture, or any other Person act or received acts on the part of the Trustee or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or Holders from time to time in reduction of or in payment of the Obligations Securities; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Guarantor, or the Company or any of the assets of any of them, or any allegation or contest of the validity of the Guarantee in any such proceeding; (i) to the extent permitted by law, the release or discharge by operation of law of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Indenture; (j) to the extent permitted by law, the release or discharge by operation of law of the Company from the performance or observance of any obligation, covenant or agreement contained in this Indenture; (k) the default or failure of the Guarantor or the Trustee fully to perform any of its obligations set forth in this Indenture or the Securities; or (l) the invalidity of this Indenture or the Securities or any part of any thereof. No set-off, counterclaim, reduction, or diminution of any obligation, or any defense of any kind or nature which the Guarantor has or may have against the Trustee shall be deemed available hereunder to modify, reduce, release the Guarantor against the Trustee to reduce the payments of the Guarantor under this Section 4.01. The Guarantor assumes responsibility for being and remaining informed of the financial condition of the Company and of all other circumstances bearing upon the risk of nonpayment of amounts owing under the Securities which diligent inquiry would reveal and agrees that the Holders of the Securities shall have no duty to advise the Guarantor of information known to any of them regarding such condition or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedcircumstances.

Guarantee. (a) Each of the Guarantors herebyCHL and CFC (each, jointly and severally, a "Guarantor") hereby unconditionally and irrevocably, irrevocably guarantees to the Managing Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors other when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the other hereunder (with respect to such Guarantor, the "Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary"). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 8.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II VIII or affecting the rights and remedies of the Managing Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Article VIII shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, no Obligations Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person or received or collected by the Managing Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantorsa Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the relevant Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until until, subject to reinstatement pursuant to Section 8.05, the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each Upon the terms and subject to the conditions of this Agreement, each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingfull in cash. (e) No payment made by the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedfull in cash.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Company when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations. This is . (b) Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not collection of collection, and waives any right to require that any resort be had by the liability Collateral Agent or any other Secured Party to any security held for the payment of each Guarantor is primary and not secondarythe Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Company or any other Person. (bc) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (cd) Each Guarantor agrees that the Company Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II ARTICLE 2 or affecting the rights and remedies of the Administrative Collateral Agent or any Secured Party hereunder. (de) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II ARTICLE 2 shall remain in full force and effect until all the Guarantor Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingFully Satisfied. (ef) No payment made by the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Company Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Company Obligations or any payment received or collected from such Guarantor in respect of the Company Obligations), remain liable for the Company Obligations up to the maximum liability of such Guarantor hereunder until the Company Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of In order to induce the Guarantors Lenders to extend credit hereunder and in consideration therefor, each Guarantor hereby, jointly and severally, unconditionally and irrevocablyirrevocably guarantees, guarantees as a primary obligor and not merely as a surety, the Obligations. Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its Guarantee hereunder notwithstanding any such extension or renewal of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of each Guarantor hereunder shall not be affected by the failure of any Lender or the Administrative Agent to assert any claim or demand or to enforce any right or remedy against the Borrower under the provisions of this Agreement or otherwise, or, except as specifically provided therein, by any rescission, waiver, amendment or modification of any of the terms or provisions of this Agreement or any other agreement. Each Guarantor further agrees that its Guarantee hereunder constitutes a promise of payment when due and not merely of collection, and waives any right to require that any resort be had by any Lender to any balance of any deposit account or credit on the books of any Lender in favor of the Borrower or any other person. The obligations of either Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of either Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement, by any waiver or modification in respect of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission which may or might in any manner or to any extent vary the risk of either Guarantor or otherwise operate as a discharge of either Guarantor as a matter of law or equity. Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of the Borrower or otherwise. In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against either Guarantor by virtue hereof, upon the failure of the Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent, for forthwith pay, or cause to be paid, in immediately available Dollars the ratable benefit amount of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligationssuch unpaid Obligation. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. debtors (c) after giving effect to the right of contribution established in the paragraph below). Each Guarantor hereby agrees that to the Obligations may at extent that either Guarantor shall have paid more than its proportionate share of any time payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from time and against the other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to time exceed the amount terms and conditions of the liability following paragraph. The provisions of such this paragraph shall in no respect limit the obligations and liabilities of either Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of to the Administrative Agent or any Secured Party hereunder. (d) Each and the Lenders, and each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time liable to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from and the Borrower, any of Lenders for the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made full amount guaranteed by such Guarantor hereunder. Upon payment by either Guarantor of any sums as provided above, all rights of either Guarantor against the Borrower arising as a result thereof by way of subrogation or otherwise shall in respect all respects be subordinated and junior in right of payment to the Obligations or any prior indefeasible payment received or collected from such Guarantor in respect full of all the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Term Loan Agreement and the Aggregate Commitments shall be has terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Term Loan Agreement and the Aggregate Commitments are has terminated.

Guarantee. (a) Each 9.1.1 The Borrower and each of the Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Administrative Agent and the Lenders and each of their respective permitted successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, provided, however, that each of the Guarantors shall be jointly and severally liable under this Article for the maximum amount of such liability that can be hereby incurred without rendering this Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This is a guarantee of payment and not collection and the liability of the Borrower and each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. 9.1.2 The guarantee contained in this Article II shall remain in full force and effect until at all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be times when Loans are outstanding. (e) 9.1.3 No payment made by the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person Person, or received or collected by the Administrative any Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person Person, by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall shall, except to the extent of such payment, be deemed to modify, reduce, release or otherwise affect the liability of any the Borrower or such Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Obligations or any payment received or collected from the Borrower or such Guarantor in respect of the Obligations), remain liable for the Obligations up (except to the extent of such payment). 9.1.4 The Borrower and each Guarantor hereby unconditionally and irrevocably agree that in the event any payment shall be required to be made to any Agent or any Lender hereunder or under any other guaranty, the Borrower or such Guarantor will contribute, to the maximum liability extent permitted by law, such amounts to each other Guarantor or Borrower so as to maximize the aggregate amount paid to such Agent or Lender under or in respect of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedLoan Documents.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Canadian Agent for the ratable rateable benefit of the applicable Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the each Canadian Borrower and the Guarantors when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee Borrower Obligations of payment and not collection and such Canadian Borrower owed to the liability of each Guarantor is primary and not secondaryapplicable Secured Parties. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable federal law, including applicable Canadian federal, provincial and state territorial laws relating to the insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each Guarantor provided in Section 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder. (c) Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Canadian Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, all other Borrower Obligations then due and owing, and the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by payment in fullfull in cash, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lenders) and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement any of the Borrowers may be free from any Borrower Obligations, (ii) as to any Guarantor, a sale or other disposition of all the Capital Stock of such Guarantor (other than to the Parent Borrower or a Subsidiary Guarantor), or if such Guarantor is a Subsidiary Guarantor, any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement, no Obligations may be outstandingand (iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary. (e) No payment made by the any Canadian Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Canadian Agent or any other Secured Party from any of the BorrowerCanadian Borrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations of each Canadian Borrower guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, and all other Borrower Obligations then due and owing, are paid in fullfull in cash, no Letter of Credit shall be outstandingoutstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the applicable Issuing Lenders) and the Commitments are terminated, and (ii) as to any Guarantor, a sale or other disposition of all Permitted Hedging Agreements secured hereby and the Capital Stock of such Guarantor (other than to the Parent Borrower or a Subsidiary Guarantor), or, if such Guarantor is a Subsidiary Guarantor, any other transaction or occurrence as a result of which such Guarantor ceases to be a Restricted Subsidiary of the Parent Borrower, in each case that is permitted under the Credit Agreement and the Aggregate Commitments are terminated(iii) as to any Guarantor, such Guarantor becoming an Excluded Subsidiary.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article ARTICLE II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding full in cash and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, full in cash and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of In order to induce the Guarantors herebyAdministrative Agent and the Lenders to execute and deliver this Agreement and to make or maintain the Loans, jointly and severallyin consideration thereof, each Guarantor hereby unconditionally and irrevocablyirrevocably guarantees, guarantees as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsLenders, the prompt and complete payment and performance by the Borrower and the Guarantors and/or each Designated Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment , and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by the Administrative Agent or by the Lenders in enforcing, or obtaining advice of counsel in respect of, any of their rights under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. X. The guarantee contained in this Article II X, subject to Section 10.05, shall remain in full force and effect until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during prior thereto the term Borrower and/or such Designated Borrower may be free from any Obligations. For the avoidance of doubt and without any implication to the contrary, the guarantee by the Borrower and all waivers, acknowledgements and agreement by the Borrower contained in this Article X shall be limited solely to the Obligations of the Credit AgreementDesignated Borrowers. Each Guarantor agrees that whenever, no Obligations may be outstanding. (e) at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability under this Article X, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Article X for such purpose. No payment or payments made by the Borrower, any of the Guarantors, any other guarantor Designated Borrower or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor Designated Borrower or any other Person by virtue of any action or proceeding or any set-off setoff or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any such Guarantor hereunder which shallunder this Article X which, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, shall remain liable for the unpaid and outstanding Obligations up until, subject to the maximum liability of such Guarantor hereunder until Section 10.05, the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of payment and not collection and the liability of each Guarantor is primary and not secondarysuch Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Subject to Section 2(b), each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, Collateral Agent for the ratable benefit of the Administrative Agent, the Collateral Agent, the other Secured Parties and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent, the Collateral Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in fullfull (other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be have been terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations, provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15. (e) No payment (other than payment in full) made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent, the Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are shall have been paid in fullfull (other than contingent or indemnification obligations not then due), no Letter of Credit (that is not cash collateralized or backstopped to the reasonable satisfaction of the Issuing Lender or purchasing Lender, as applicable, in respect thereof) shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are shall have been terminated, provided that that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 8.15.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of payment and not collection and the liability of each Guarantor is primary and not secondarysuch Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by Payment In Full and the obligations of each Guarantor under the guarantee contained in this Section 2 (other than contingent indemnification obligations that have not yet been asserted) shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations (other than Payment in Full of the Borrower Obligations) shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full of the Obligations are paid in fullBorrower Obligations, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, Managing Facility Agent for the ratable benefit of the Secured Parties Managing Facility Agent and each of their respective successors, endorsees, transferees and assigns, the Purchasers the prompt and complete payment and performance by the Borrower Seller, the Servicer and the Guarantors RAC when due (whether at the stated maturity, by acceleration maturity or otherwise) of the Obligations. This is Such guarantee shall be a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondarypayment. (b) Anything herein or in The Guarantor further unconditionally and irrevocably covenants and agrees with the Managing Facility Agent for the ratable benefit of the Managing Facility Agent and the Purchasers that the Guarantor will cause each of the Seller, the Servicer and RAC duly and punctually to perform and observe all of their respective terms, conditions, covenants, agreements and indemnities under the Purchase Agreement and the Repurchase Agreement, including but not limited to the obligations of the Seller pursuant to subsection 2.6 and 2.10 of the Purchase Agreement and the obligations of RAC pursuant to Sections 2 and 3 of the Repurchase Agreement, and any other Loan Document to document executed and delivered by the contrary notwithstandingSeller, the maximum liability of each Servicer or RAC in connection therewith, strictly in accordance with the terms thereof, and that if for any reason whatsoever the Seller, the Servicer or RAC shall fail so to perform and observe such terms, conditions, covenants, agreements and indemnities, the Guarantor hereunder will duly and under punctually perform and observe the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorssame. (c) Each The Guarantor further agrees that to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Managing Facility Agent or any Secured Party hereunderPurchaser in enforcing or preserving any of their rights under this Guarantee. (d) Each The Guarantor agrees that if the maturity of whenever, at any of the Obligations is accelerated by bankruptcy time, or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during time, it shall make any payment to the term Managing Facility Agent or any Purchaser on account of its liability hereunder, it will notify the Credit AgreementManaging Facility Agent and such Purchaser, no Obligations may be outstanding. (e) if applicable, in writing that such payment is made under this Guarantee for such purpose. No payment or payments made by the BorrowerSeller, any of the GuarantorsServicer, any other guarantor RAC or any other Person or received or collected by the Administrative Managing Facility Agent or any other Secured Party Purchaser from the BorrowerSeller, any of the GuarantorsServicer, any other guarantor RAC or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder continue until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated. This Guarantee shall remain in full force and effect until the Obligations are paid in full and the Commitments are terminated, notwithstanding that from time to time prior thereto the Seller, the Servicer and/or RAC may be free from any Obligations. (e) Notwithstanding anything herein to the contrary, the Guarantor, in lieu of paying or depositing the amount required to repurchase any Purchased Receivable pursuant to the Purchase Agreement or the Repurchase Agreement, may purchase such Receivable directly from the Purchasers in accordance with the provisions of the Purchase Agreement or the Repurchase Agreement, as the case may be, for repurchases as if the Guarantor were the Seller or RAC thereunder.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Foreign Subsidiary Borrowers (the “Subsidiary Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary”). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor The Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor the Company hereunder that would exist in the absence of this Article X without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Subsidiary Obligations shall have been satisfied by payment in fullfull in immediately available funds, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Guarantee the Credit Agreement, no Obligations Foreign Subsidiary Borrowers may be outstandingfree from any Subsidiary Obligations. (ed) No payment made by the any Borrower, any of the GuarantorsSubsidiary Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the GuarantorsSubsidiary Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor the Company hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor the Company in respect of the Subsidiary Obligations or any payment received or collected from such Guarantor the Company in respect of the Subsidiary Obligations), remain liable for the Subsidiary Obligations up to the maximum liability of such Guarantor hereunder until the Subsidiary Obligations are paid in fullfull in immediately available funds, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Agents and each of the Lenders and their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors[Reserved.] (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder[Reserved.] (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative any Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors herebyGuarantor guarantees, jointly and severally, unconditionally and irrevocably, guarantees as primary obligor and not merely as surety, with the other Guarantors, to the Administrative Agent, Collateral Agent for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt due and complete punctual payment and performance by of the Borrower and the Guarantors when due Obligations (whether at the stated maturity, by acceleration or otherwise) ). Each of the Guarantors further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any of the Obligations. This is a , and also waives notice of acceptance of its guarantee and notice of payment and not collection and the liability of each Guarantor is primary and not secondaryprotest for nonpayment. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, (i) the maximum liability of each Guarantor hereunder and under the other Loan Documents and any Secured Hedge Agreements shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors and (ii) the maximum liability of the Borrower under this Section 2 shall in no event exceed the amount which can be guaranteed by the Borrower under applicable federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors. (c) Each Guarantor agrees that the Borrower’s Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee of such Guarantor contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by full and final payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingcash. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrower or any Guarantor hereunder under this Section 2 which shall, notwithstanding any such payment (other than any payment made by the Borrower or such Guarantor in respect of the Obligations or any payment received or collected from the Borrower or such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of the Borrower or such Guarantor hereunder until the Obligations are fully and finally paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedcash.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders, and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (ba) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each the Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such the Guarantor under applicable federal Federal and state laws relating to the insolvency of debtors. (cb) Each The Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such the Guarantor hereunder without impairing the guarantee contained in this Article II Section 7 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 7 shall remain in full force and effect until all the Obligations (other than contingent indemnification obligations for which no claim has been made) and the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Credit Agreement, no Obligations Borrowers may be outstandingfree from any Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Guarantor in respect of the Obligations or any payment received or collected from such the Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such the Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is Each Guarantor agrees that its guarantee hereunder constitutes a guarantee guaranty of payment and not collection and the liability of each Guarantor is primary performance when due and not secondaryof collection, and waives any right to require that any resort be made by the Administrative Agent or the Secured Parties to any of the Collateral, any other Person or any other security. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Secured Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedTermination Date, notwithstanding that from time to time during the term of the Credit Agreement, no Secured Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Agent and the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein The Guarantor further agrees to pay any and all expenses (including all fees and disbursements of counsel) which may be paid or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed incurred by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorArticle. The guarantee contained in this This Article II shall remain in full force and effect until all the Obligations and the obligations of the Guarantor under the guarantee contained in this Article shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstandingfree from any Obligations. (ec) No payment or payments made by the Borrower, any of the GuarantorsCredit Party, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Lender from any Credit Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable hereunder for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full. (d) The Guarantor agrees that whenever, no Letter at any time or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of Credit shall be outstandingits liability hereunder, it will notify the Administrative Agent and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedsuch Lender in writing that such payment is made under this Article for such purpose.

Guarantee. (a) Each The guarantor acknowledges that: The vendor has entered into this contract with the purchaser at the request of the Guarantors hereby, guarantor; It has given the guarantee in this clause 47 for valuable consideration; A reference to a guarantor is a reference to the guarantors named in this contract jointly and each of them severally; and If there is more than one guarantor, unconditionally this clause 47 binds the guarantors jointly and irrevocably, each of them severally. The guarantor guarantees to the Administrative Agentvendor: The due and punctual payment of all money payable at any time for any reason to the vendor by the purchaser in connection with this contract, for and The punctual performance and observance by the ratable benefit purchaser of the Secured Parties express or implied obligations of the purchaser in connection with this contract. Performance of guarantee If money due and each of their respective successors, endorsees, transferees and assignspayable under clause 47.2(a) is not paid on time, the prompt and complete guarantor will pay the money to the vendor within seven (7) days of a demand from the vendor even if no demand for payment and performance by has been made to the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) purchaser. If an obligation of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. purchaser under clause 47.2 (b) Anything herein or in any other Loan Document is not performed on time, the guarantor will perform the obligation immediately after a demand from the vendor even if no demand for performance has been made to the contrary notwithstandingpurchaser. The guarantor indemnifies the vendor against all damages. costs, charges, actions, suits, claims, demands or losses that the maximum vendor may incur for any reason, where either the purchaser does not pay on time any money due and payable to it by the purchaser in connection with this contract or the purchaser does not punctually perform or observe an express or implied obligation of the purchaser in connection with this contract. The liability of each Guarantor hereunder the guarantor and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount rights of the liability vendor under this clause 47 are not adversely affected by anything that might otherwise adversely affect them including: Transfer of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies a right of the Administrative Agent vendor or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity variation of any a right of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. vendor; The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at vendor granting any time or from time other allowance to time the purchaser; or Acquiescence, delay, acts, omissions or mistakes by the vendor Until all monies payable to the vendor in reduction of connection with this contract are paid and all obligations performed, the Guarantor will not make a claim or enforce a right against the purchaser or its property; or prove in payment of competition with the Obligations shall be deemed to modifyvendor if a liquidator, reduceprovisional liquidator, release receiver, administrator or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor trustee in bankruptcy is appointed in respect of the Obligations purchaser or any payment received the purchaser is otherwise unable to pay its debts when they fall due. Executed by the Purchaser (company) Signed by (more than One director or collected from such Guarantor in respect Signature Signature Secretary) Office (director/ secretary) Office (director/ secretary) Full name Full name Signed by (Sole director & Secretary) Pty Ltd Signature The signatory states that he or she is the sole director & sole secretary of the Obligationscompany Full name Executed by the guarantor Name and address of the Guarantor: Sign (Guarantor) sign (witness) The witness states that he Or she is not a party and Was present when the Signatory signed Full name Address (witness), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each 17.1 In consideration of the Guarantors herebyBanks entering into this Agreement or otherwise providing or continuing to make banking facilities available to the Account Party, jointly or granting time to the Account Party, the Guarantor hereby irrevocably and severally, unconditionally and irrevocably, unconditionally: 17.1.1 guarantees to the Administrative AgentSecurity Trustee the due and punctual payment by the Account Party of all the Outstanding Indebtedness; and 17.1.2 undertakes as primary obligor and not as surety only that, for if and whenever the ratable benefit Account Party fails to pay on the due date any fees as part of the Secured Parties and each of their respective successors, endorsees, transferees and assignsOutstanding Indebtedness, the prompt Guarantor shall pay, or cause to be paid by a member of the Group, such sum on demand to the Security Trustee. 17.2 As a separate and complete payment independent stipulation, the Guarantor hereby irrevocably and performance unconditionally agrees that, if any amounts hereby guaranteed are not recoverable on the footing of a guarantee, whether by reason of any legal limitation, disability or incapacity on or of the Account Party or any other fact or circumstance, whether known to the Security Trustee or the Guarantor or not, then such amounts shall nevertheless be recoverable from the Guarantor as sole or principal debtor and shall be payable by the Borrower and Guarantor on demand. 17.3 If the Guarantors when Guarantor fails to pay on the due date any sum (whether at the stated maturityof principal, by acceleration interest or otherwise) due under this Guarantee, interest will accrue, and become payable upon demand by the Security Trustee, upon the sum unpaid from and including the date upon which it fell due at the Default Rate for periods of such duration as the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations Security Trustee may at any time and determine from time to time exceed time. For so long as the amount default continues such rate of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit interest shall be outstanding and all Permitted Hedging Agreements secured hereby and recalculated on a similar basis at the Credit Agreement and end of each successive period so determined by the Aggregate Commitments Security Trustee. Any such interest which is not paid when due shall be terminated, notwithstanding that from time to time during compounded at the term end of the Credit Agreement, no Obligations may be outstanding. (e) No payment made each such period determined by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable Security Trustee for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedso long as it remains unpaid.

Guarantee. (a) Each 10.1 In consideration of the Guarantors herebyVendors agreeing to sell the Shares to the Purchaser on the terms set out in this Agreement, jointly and severally, the Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for Vendors the ratable benefit due and punctual performance and observance by the Purchaser of the Secured Parties Purchaser’s obligations, commitments and undertakings under or pursuant to this Agreement and each of their respective successorsother Transaction Document (the “Guaranteed Obligations”), endorsees, transferees and assigns, agrees to indemnify the prompt and complete payment and performance Vendors on an after-Tax basis for any failure by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document Purchaser to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of perform any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such GuarantorGuaranteed Obligations. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term liability of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations shall not be released or diminished by any variation of the terms of this Agreement or any payment other Transaction Document (whether or not agreed by the Guarantor), any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any granting of time for such performance. 10.2 If and whenever the Purchaser defaults for any reason whatsoever in the performance of any Guaranteed Obligation, the Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure satisfaction of) the Guaranteed Obligation to which such default relates in the manner prescribed by this Agreement or the relevant Transaction Document and so that the same (but no greater) benefits shall be conferred on the Vendors as would have been received if such Guaranteed Obligation had been duly performed and satisfied by the Purchaser. 10.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the Guaranteed Obligations shall have been performed or collected satisfied by the Purchaser or the Guarantor, regardless of the legality, validity or enforceability of any provisions of this Agreement and notwithstanding the winding-up, liquidation, dissolution or other incapacity of the Purchaser or any change in the status, control or ownership of the Purchaser. This guarantee is in addition to, without limiting and not in substitution for, any rights or security which the Vendors may now or after the date of this Agreement have or hold for the performance and observance of the Guaranteed Obligations. 10.4 As a separate and independent stipulation, the Guarantor agrees that any of the Guaranteed Obligations which may not be enforceable against or recoverable from such the Purchaser by reason of any legal limitation, disability or incapacity on or of the Purchaser or any fact or circumstance (other than any limitation imposed by this Agreement) shall nevertheless be enforceable against and recoverable from the Guarantor as though the same had been incurred by the Guarantor and the Guarantor were the sole or principal obligor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit thereof and shall be outstanding, and all Permitted Hedging Agreements secured hereby and performed or paid by the Credit Agreement and the Aggregate Commitments are terminatedGuarantor on demand.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not merely as a surety, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt due, punctual and complete payment and performance by the Borrower other Loan Parties and the Guarantors LC Subsidiaries, when due (and as due, whether at the stated maturity, by acceleration acceleration, upon one or more dates set for prepayment, or otherwise) , of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.[Intentionally Omitted] (c) Each Guarantor further agrees that the Obligations to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) which may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II be paid or affecting the rights and remedies of the Administrative Agent or incurred by any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorGuarantee. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter Letters of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby are outstanding and the Credit Agreement and the Aggregate Commitments are terminated, notwithstanding that from time to time prior thereto while the Commitments are in effect any Loan Party or any LC Subsidiary may be free from any Obligations. (d) [Intentionally Omitted] (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent for the benefit of any Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose; provided that the failure of such Guarantor to provide such notice shall not preclude the application of such payment to the complete or partial satisfaction of such Guarantor’s obligations hereunder following such Guarantor’s notice to the Collateral Agent of such payment.

Guarantee. (a) Each 19.1 In consideration of the Guarantors herebyPurchasers agreeing to enter into and perform their obligations under the Share Purchase Documents, jointly the Guarantor hereby irrevocably and severally, unconditionally and irrevocably, as principal obligor guarantees to the Administrative Agent, for Purchasers the ratable benefit due and punctual performance and observance by the Sellers of the Secured Parties and each all of their respective successorsobligations, endorsees, transferees commitments and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration undertakings under or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document pursuant to the contrary notwithstanding, the maximum liability of each Share Purchase Documents. The Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating pay to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and Purchasers from time to time exceed on demand a sum of money which is due for payment by the amount Sellers to the Purchasers under or pursuant to the terms of the Share Purchase Documents and which has not been paid at the time the demand is made. The liability of such the Guarantor hereunder without impairing the guarantee contained in under this Article II agreement shall not be released or affecting the rights and remedies diminished by any variation of the Administrative Agent terms of the Share Purchase Documents, any forbearance, neglect or delay in seeking performance of the obligations hereby imposed or any Secured Party hereundergranting of time for such performance unless the parties otherwise agree in writing. If any obligations of the Sellers become void, voidable or unenforceable for any reason, the Guarantor's obligations under clause 19.1 are unaffected and the Guarantor shall perform the Sellers' obligations as if it were primarily liable for the performance thereof. (d) Each Guarantor agrees that if the maturity of 19.2 If and whenever any of the Obligations Sellers default in the performance of any obligation, commitment or undertaking undertaken or expressed to be undertaken under or pursuant to the Share Purchase Documents the Guarantor shall as soon as reasonably practicable after receiving from the Purchasers notice of such default, perform (or procure performance of) and satisfy (or procure satisfaction of) the obligation, commitment or undertaking in regard to which such default has been made. 19.3 This guarantee is accelerated by bankruptcy or otherwise, such maturity shall also to be deemed accelerated for the purpose of this a continuing guarantee without demand or notice and accordingly is to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations obligations of the Sellers referred to in sub-clause 19.1 shall have been performed or satisfied by payment in fullaccordance with this agreement notwithstanding the winding-up, no Letter liquidation, dissolution or other incapacity of Credit a Seller or any change in the status, control or ownership of a Seller. 19.4 The Guarantor shall not be outstanding and all Permitted Hedging Agreements secured hereby and liable under this clause 19 (Guarantee) in relation to the Credit Agreement and obligations of any Seller under the Aggregate Commitments shall be terminated, notwithstanding Share Purchase Documents to the extent that from time to time during the term relevant Seller is not obliged under the terms of the Credit Agreement, no Obligations may be outstandingShare Purchase Documents to perform such obligations or a limitation on such Seller's liability applies. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severallyGuarantor hereby irrevocably, unconditionally and irrevocablyjointly and severally with the other Guarantors, if any, guarantees to each Holder, the Administrative Agent, for the ratable benefit due and punctual payment in full of the Secured Parties principal of, interest on (including, without limitation, to the fullest extent permitted by applicable law, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, regardless of whether a claim for post-filing or post-petition interest is allowed in such proceeding), and each of their respective successors, endorsees, transferees and assignsany other amounts due under, the prompt Notes or the Note Agreement when and complete payment as the same shall become due and performance by the Borrower and the Guarantors when due payable (whether at the stated maturity, maturity or upon redemption or by acceleration or otherwise) of (all such payment obligations being collectively hereinafter referred to as the “Guaranteed Obligations”). This The guarantee in the preceding sentence is a an absolute, present and continuing guarantee of payment and not collection of collectability and is in no way conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any such Guaranteed Obligations, each Guarantor agrees to pay the same when due to the Holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the liability of each Note Agreement. Each Guarantor is primary and not secondaryagrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guarantee. (b) Anything herein or in Each Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with the other Guarantors, if any, and any other Loan Document to Person(s) who may guarantee any of the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsGuaranteed Obligations. (c) To the fullest extent permitted by applicable law, each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing or defending this Guarantee, including, without limitation, the reasonable fees and expenses of counsel and all expenses resulting from any legal action commenced to challenge the validity or enforceability of this Guarantee or any other instrument referred to herein. To the fullest extent permitted by applicable law, and notwithstanding the foregoing provisions or any other provision of this Guarantee, if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount (as defined below) determined as of such time with regard to such Guarantor, then this Guarantee shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of any Guarantor or any Holder and shall be deemed to have been automatically consented to by each Guarantor and each Holder. Each Guarantor agrees that the Guaranteed Obligations may at any time and from time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor. “Maximum Guaranteed Amount” means, as of the date of determination with respect to time exceed a Guarantor, the lesser of (i) the amount of the Guaranteed Obligations outstanding on such date and (ii) the maximum amount that would not render such Guarantor’s liability of such Guarantor hereunder without impairing the guarantee contained in under this Article II or affecting the rights and remedies Guarantee subject to avoidance under Section 548 of the Administrative Agent United States Bankruptcy Code (or any Secured Party hereunder. (dsuccessor provision) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any comparable provisions of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedapplicable state law.

Guarantee. (a) Each 31.1 In consideration of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, other parties entering into this agreement: (A) GSK guarantees to the Administrative Agentother parties the due and punctual performance of all obligations of the GSK Shareholders and any Group Transferee of the GSK Shareholders (each a “Guaranteed Party” of GSK) under this agreement. This guarantee is unconditional and irrevocable; and (B) Novartis guarantees to the other parties the due and punctual performance of all obligations of the Novartis Shareholders and any Group Transferee of the Novartis Shareholders (each a “Guaranteed Party” of Novartis) under this agreement. This guarantee is unconditional and irrevocable, with each of GSK and Novartis being, a “Guarantor”. 31.2 The guarantees set out in clause 31.1: (A) are continuing guarantees. No payment or other settlement will discharge a Guarantor’s obligations until the obligations of all of its Guaranteed Parties have been discharged in full; (B) are in addition to, and independent of, any other guarantee or security; (C) may be enforced before any steps are taken against the relevant Guaranteed Party or under any other guarantee or security; (D) will only be discharged by the discharge in full of the obligations of the relevant Guarantor’s Guaranteed Parties; and (E) will not be discharged by any other action, omission or fact. 31.3 A Guarantor’s obligations shall, therefore, not be affected by: (A) the obligations of any of its Guaranteed Parties being or becoming void, invalid, illegal or unenforceable; (B) any change, waiver or release of the obligations of any of its Guaranteed Parties; (C) any concession or time being given to any of its Guaranteed Parties; (D) the winding-up or re-organisation of any of its Guaranteed Parties; (E) any change in the condition, nature or status of any of its Guaranteed Parties; (F) any of the above events occurring in relation to another guarantor or provider of security in relation to the obligations of any of its Guaranteed Parties; (G) any failure to take, retain or enforce any other guarantee or security; (H) any circumstances affecting or preventing recovery of amounts expressed to be due by any of its Guaranteed Parties; or (I) any other matter which might discharge that Guarantor. 31.4 Any receipt from any person other than that Guarantor shall reduce the outstanding balance only to the extent of the amount received. 31.5 Any settlement with, or discharge of, a Guarantor shall be subject to the condition that the settlement or discharge shall be set aside if any prior payment, or any other guarantee or security, in reliance on which that settlement or discharge was made in whole or in part, is set aside, invalidated or reduced. In this event each Guarantor agrees to reimburse each other party for the ratable benefit value of the Secured Parties and each of their respective successorspayment, endorseesguarantee or security which is set aside, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration invalidated or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondaryreduced. (b) Anything herein or in any other Loan Document 31.6 In addition to the contrary notwithstandingeach Guarantor’s obligations as guarantor, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity obligation of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also its Guaranteed Parties under this agreement which may not be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit enforceable against that Guarantor as guarantor shall be outstanding and all Permitted Hedging Agreements secured hereby and enforceable against that Guarantor as though that Guarantor were the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor principal obligor in respect of the Obligations obligation. 31.7 In the event that a Guaranteed Party fails to perform or breaches any payment received of its obligations under this agreement, the Guarantor of that Guaranteed Party agrees to indemnify each of the other parties on an after Tax basis for the losses and reasonable expenses (including loss of profit) that party suffers or collected incurs, or will suffer or incur, as a result. The Guarantor of that Guaranteed Party also agrees to indemnify each other party on an after Tax basis for all losses and expenses (including loss of profit) arising from such any obligation of any of its Guaranteed Parties being or becoming void, invalid, illegal or unenforceable. 31.8 The parties agree that: (A) no Guarantor shall have the benefit of any security in respect of this guarantee and indemnity; (B) no Guarantor shall: (i) take the Obligations), remain liable benefit of any right against any of its Guaranteed Parties or any other person in respect of amounts paid under this guarantee and indemnity; or (ii) claim or exercise against any of its Guaranteed Parties any right to any payment; (C) any other party may request a Guarantor to submit a proof for amounts due to it by any of its Guaranteed Parties or any other guarantor. Each Guarantor agrees to submit a proof promptly in accordance with this request. All amounts received in respect of this proof shall be held by the Guarantor on trust for the Obligations up to other parties; (D) notwithstanding any of the maximum other provisions of this agreement, the liability of such a Guarantor hereunder until under this clause 31 shall in no circumstances exceed the Obligations liability of the Guaranteed Party whose obligations are paid guaranteed by that Guarantor; and (E) the obligations in this clause 31 shall cease to have effect in respect of a Guarantor when the obligations of all of its Guaranteed Parties under this agreement have been discharged in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. Subject to this Article 12, the Guarantors hereby unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee (a) Each the full and punctual payment of principal of and interest on the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors then outstanding Notes when due (taking into account all applicable grace periods provided hereunder), whether at the stated maturity, by acceleration acceleration, by redemption or otherwise, and all other amounts payable by the Company under this Indenture and the Notes, and (b) the full and punctual performance of all other obligations of the Company under this Indenture and the Notes (all the foregoing described in (a) and (b) being hereafter collectively called the "Guarantee Obligations"). This is The Guarantors further agree that the Guarantee Obligations may be extended or renewed, in whole or in part, without notice or further assent from each of the Guarantors, and that the Guarantors will remain bound under this Article 12 notwithstanding any extension or renewal of any Guarantee Obligation. Each Guarantor further agrees that the Guarantee herein constitutes a guarantee of payment payment, performance and compliance when due (and not collection a guarantee of collection) and waives any right to require that any resort be had by any Holder, the liability Trustee or the Collateral Agent to any security held for payment of each Guarantor is primary the Guarantee Obligations. The Guarantors waive presentation to, demand of payment from and not secondary. (b) Anything herein or in any other Loan Document protect to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity Company of any of the Guarantee Obligations is accelerated and also waive notice of any default under the Obligations not provided for herein. The obligations of the Guarantors hereunder, subject to Article 8 hereof, shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by bankruptcy reason of the invalidity, illegality or unenforceability of the Guarantee Obligations or otherwise. Without limiting the generality of the foregoing, except as provided in Article 8 hereof, the obligations of the Guarantors hereunder shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other person under this Indenture and the Notes; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture and the Notes (except as to the Guarantees or this Article 12); (d) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guarantee Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guarantee Obligations; (f) any change in the ownership of the Guarantors; (g) any default, failure of delay, willful or otherwise, in the performance of the Guarantee Obligations; or (h) by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantors or would otherwise operate as a discharge of the Guarantors as a matter of law or equity. The Guarantors further agree that if at any time payment, or any part thereof, of principal of or interest on any Guarantee Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company and or the Restricted Subsidiaries or otherwise, its Guarantees herein as to each such amount shall continue to be effective or be reinstated, as the case may be. In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantors by virtue hereof, upon the failure of the Company and or the Restricted Subsidiaries to pay the principal of or interest on any Guarantee Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guarantee Obligation (in each case taking into account all applicable grace periods provided hereunder), the Guarantors hereby promise to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee such amount not so paid. Notwithstanding any provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee, or the taking of any other action by the Trustee, until three Business Days after a trust officer of the Trustee shall have actually received written notice thereof from the Company, the Guarantors, any Holder of the Notes, any Paying Agent or any bank. The Guarantors agree that they shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations guaranteed hereby. The Guarantors further agree that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Guarantee Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the Guarantors' Guarantees herein, and (b) in the event of any declaration of acceleration of such Guarantee Obligations as provided in Article 6 hereof and if the Guarantee Obligations thereby become due and payable, such Guarantee Obligations shall also be deemed accelerated forthwith become due and payable by the Guarantors for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingSection 12.01. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, indorsees and permitted transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (ba) Anything herein or in any other Loan Document If and to the contrary notwithstanding, extent required in order for the maximum liability Secured Obligations of each any Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can to be guaranteed by such Guarantor enforceable under applicable federal federal, state and state other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.2. (cb) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder without without, to the extent permitted by applicable law, impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, date when no Letter of Credit shall be Revolver Commitments are outstanding and Full Payment of all Permitted Hedging Agreements secured hereby and of the Credit Agreement and Secured Obligations has been made (the Aggregate Commitments shall be terminated“Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingnot then owe any Secured Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor or any other Person person or received or collected by the Administrative Agent or any other Secured Party from the any Borrower, any of the Guarantors, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor (including by means of setoff or appropriation) in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for itself and for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This Borrower Obligations (other than its own Borrower Obligations for which it is liable as a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondaryBorrower). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and federal, foreign, state or other laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (ai) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, Holder the prompt and complete payment and performance by the Borrower and the Guarantors Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability . (ii) All obligations of each Guarantor is primary under this Section 15 (this “Guarantee”) shall remain in full force and not secondaryeffect until the Obligations are paid in full in cash, notwithstanding that from time to time prior thereto the Maker may be free from any Obligations. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (ciii) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Holder hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (eiv) No payment or payments made by the BorrowerMaker, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Holder from the BorrowerMaker, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (but excluding reimbursement and indemnity obligations which survive but are not due and payable) are paid in full. (v) Each Guarantor agrees that whenever, no Letter at any time, or from time to time, it shall make any payment to the Holder on account of Credit its liability hereunder, it will notify the Holder in writing that such payment is made under this Guarantee for such purpose, provided that such Guarantor’s failure to give such notice shall be outstanding, and all Permitted Hedging Agreements secured hereby and not affect the Credit Agreement and the Aggregate Commitments are terminatedvalidity or effectiveness of such payment.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the each Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee As used in this Guarantee, the term “Lenders” includes affiliates of payment and not collection and the liability of each Guarantor is primary and not secondaryLenders which are parties to any Specified Cash Management Agreements or Specified Swap Agreements. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in fullfull in immediately available funds, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingfree from any Borrower Obligations. (e) No payment made by the any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the any Borrower, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in fullfull in immediately available funds, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, severally unconditionally and irrevocably, irrevocably guarantees to the Administrative AgentTrustee, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors Issuer when due (whether at the stated maturity, by acceleration or otherwise, but after giving effect to all applicable grace or cure periods) of the Issuer Obligations. In furtherance of the foregoing and not in limitation of any other right that the Trustee or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any Issuer Obligation when and as the same shall become due, after giving effect to all applicable grace or cure periods, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby jointly and severally promises to and shall forthwith pay, or cause to be paid, to the Trustee for distribution to the applicable Secured Parties in accordance with the Indenture, in cash, the amount of such unpaid Issuer Obligation. This is a guarantee of payment and not collection and the liability merely of each Guarantor is primary and not secondarycollection. (b) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Issuer Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment date on which this Agreement ceases to be of further effect in full, no Letter accordance with Article XII of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and Base Indenture (the Aggregate Commitments shall be terminated“Termination Date”), notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Issuer may be outstandingfree from any Issuer Obligations. (e) No payment made by the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent Trustee or any other Secured Party from the BorrowerIssuer, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Issuer Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Issuer Obligations or any payment received or collected from such Guarantor in respect of the Issuer Obligations), remain liable hereunder for the Issuer Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. 7.1 The Original Guarantor hereby irrevocably and unconditionally and on a joint and several basis with each company which becomes an Additional Guarantor from time to time, and notwithstanding the release of any other Guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Guarantor or any Subsidiary of the Issuer or any Guarantor, guarantee to the Trustee: (a) Each the due and punctual payment in accordance with the provisions of these presents of the Guarantors hereby, jointly principal of and severally, unconditionally interest on all Notes and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance any other amounts payable by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.Issuer under these presents; and (b) Anything herein the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer's part to be performed or in observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document to the contrary notwithstandingamount, the maximum liability of Original Guarantor shall on a joint and several basis with each other company which becomes an Additional Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed cause each and every such payment to be made as if the Original Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer's obligations) to the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer. 7.3 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Original Guarantor and this guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and the Original Guarantor hereunder without impairing shall indemnify the guarantee contained Trustee and the Noteholders and/or and/or Couponholders (as the case may be) in this Article II or affecting respect thereof PROVIDED THAT the rights and remedies obligations of the Administrative Agent Issuer and/or the Original Guarantor under this subclause shall, as regards each payment made to the Trustee or any Secured Party hereunderNoteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. (d) Each 7.4 The Original Guarantor hereby agrees that if its obligations under this clause shall be unconditional and that the maturity Original Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose other provisions of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall these presents have been satisfied modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term or on behalf of the Credit AgreementNoteholders or the Couponholders or the Trustee, no Obligations may be outstanding. (e) No payment whether or not any determination has been made by the BorrowerTrustee pursuant to subclause 19.1, whether or not there have been any dealings or transactions between the Issuer, any of the GuarantorsNoteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other guarantor circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a Guarantor. Accordingly the validity of this guarantee shall not be affected by reason of any other Person invalidity, irregularity, illegality or received unenforceability of all or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment obligations of the Obligations Issuer under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of the Original Guarantor under these presents be affected by any Guarantor hereunder which shallact, notwithstanding any such payment (other than any payment made by such Guarantor in respect of thing or omission or means whatever whereby its liability would not have been discharged if it had been the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedprincipal debtor.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, permitted transferees and permitted assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability Obligations of each Guarantor is primary and not secondaryBorrower other than any Obligation that, if guaranteed by such Guarantor, would constitute an Excluded Swap Obligation. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations (other than contingent indemnity obligations not yet due and payable) shall have been satisfied by payment in fullfull in cash, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Loan Parties may be outstandingfree from any Obligations. (e) No payment made by any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from any of the BorrowerBorrowers, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations (other than contingent indemnity obligations not then due and payable) are paid in fullfull in cash, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated. (f) Any of the Indebtedness of any Loan Party now or hereafter owing to any Borrower or any Guarantor is hereby subordinated and junior in right of payment to the Secured Obligations of such Borrower or Guarantor, and if the Administrative Agent so requests at a time when an Event of Default exists, all such Indebtedness of such Loan Party either, at the Administrative Agent’s option, shall not be paid, or shall be collected, enforced and received for the benefit of the Administrative Agent on account of the Secured Obligations of such Borrower or Guarantor, but without affecting or impairing in any manner the liability of any Borrower or any Guarantor under the other provisions of this Agreement and the other Loan Documents.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, as a primary obligor and not merely as a surety, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt due, punctual and complete payment and performance by each of the Borrower other Loan Parties, when and the Guarantors when due (as due, whether at the stated maturity, by acceleration acceleration, upon one or more dates set for prepayment, or otherwise) , of the Secured Obligations. This is a guarantee For the avoidance of payment and not collection and the liability of doubt, each Guarantor is primary further agrees that the Secured Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from such Guarantor, and not secondarythat it will remain bound upon its guarantee hereunder notwithstanding any extension, renewal, amendment or modification of any Secured Obligation. (b) Anything herein Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees, charges and disbursements of counsel) which may be paid or incurred by any Secured Party in enforcing, or obtaining advice of counsel in respect of, any other Loan Document to rights with respect to, or collecting, any or all of the contrary notwithstandingSecured Obligations and/or enforcing any rights with respect to, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by or collecting against, such Guarantor under applicable federal this Agreement. This Agreement shall remain in full force and state laws relating to effect until the insolvency of debtorsTermination Date. (c) Each Guarantor agrees that the Obligations may whenever, at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwisetime, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in time, it shall make any payment of to the Obligations shall be deemed to modify, reduce, release or otherwise affect Collateral Agent for the liability benefit of any Guarantor hereunder which shallSecured Party on account of its liability hereunder, notwithstanding any it will notify the Collateral Agent in writing that such payment (other than any payment has been made by under this Agreement for such Guarantor in respect of purpose; provided that the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability failure of such Guarantor to provide such notice shall not preclude the application of such payment to the complete or partial satisfaction of such Guarantor’s obligations hereunder until following such Guarantor’s notice to the Obligations are paid in full, no Letter Collateral Agent of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedsuch payment.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments are terminated.

Guarantee. (a) Each The Guarantor irrevocably and unconditionally guarantees the due and punctual payment of principal of, and premium, if any, and interest (including interest accruing during the Guarantors herebypendency of any bankruptcy, jointly and severallyinsolvency, unconditionally and irrevocablyreceivership or other similar proceeding, guarantees to the Administrative Agentregardless of whether allowed or allowable in such proceeding) on, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. The Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from him and that he will remain bound upon his guarantee notwithstanding any extension or renewal of any Obligation. (b) This is Guarantee constitutes a guarantee of payment and the Bank shall not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein have any obligation to enforce any Loan Document or in any other Loan Document agreement or document with respect to the contrary notwithstandingObligations or exercise any right or remedy with respect to any collateral security thereunder by any action, including, without limitation, making or perfecting any claim against any Person or any collateral security for any of the Obligations prior to being entitled to the benefits of this Guarantee. The Bank may, at its option, proceed against the Guarantor, or any other guarantor, in the first instance to enforce the Obligations without first proceeding against the Borrowers or any other Person, and without first resorting to any other rights or remedies, as the Bank may deem advisable. In furtherance hereof, if the Bank is prevented by law from collecting or otherwise hindered from collecting or otherwise enforcing any Obligation in accordance with its terms, the maximum liability of each Bank shall be entitled to receive hereunder from the Guarantor hereunder and under after demand therefor, the other Loan Documents shall in no event exceed the amount sums which can be guaranteed by would have been otherwise due had such Guarantor under applicable federal and state laws relating to the insolvency of debtorscollection or enforcement not been prevented or hindered. (c) Each Guarantor agrees It is understood that the Obligations may at any time and from time to time exceed while the amount of the liability of such Guarantor hereunder without impairing the guarantee contained Obligations is not limited, if, in this Article II any action or proceeding involving any state or federal bankruptcy, insolvency or other law affecting the rights and remedies of creditors generally, this Guarantee would be held or determined to be void, invalid or unenforceable on account of the Administrative Agent amount of the aggregate liability of the Guarantor under this Guarantee, then, notwithstanding any other provision of this Guarantee to the contrary, the aggregate amount of such liability shall, without any further action of the Guarantor, the Bank shall be automatically limited and reduced to the highest amount which is valid and enforceable as determined in such action or any Secured Party hereunderproceeding. (d) Each Guarantor agrees that if the maturity of any The obligations hereunder of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for Guarantor are joint and several with the purpose obligations of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect if any) of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly 9.1 Offeror irrevocably and severally, unconditionally and irrevocably, guarantees to Xxxxx Xxxx the Administrative Agent, for due and punctual performance and observance by Bidco of all its obligations under this Agreement (the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondaryGuarantee). (b) Anything herein or in any other Loan Document 9.2 The Guarantee is to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount be a continuing security which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations obligations of Bidco under this Agreement have been fulfilled or shall have been satisfied by payment expired in full, no Letter accordance with the terms of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit this Agreement and the Aggregate Commitments Guarantee is to be, in addition, and without prejudice to, and shall be terminatednot merge with, notwithstanding that from time to time during the term any other right, remedy, guarantee or security which Xxxxx Xxxx may now or hereafter hold in respect of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, all or any of the Guarantorsobligations of Bidco under this Agreement. 9.3 The liability of Offeror under the Guarantee shall not be affected, impaired or discharged by reason of any other guarantor act, omission, matter or thing which, but for this provision, might operate to release or otherwise exonerate Bidco from its obligations including, without limitation: (a) any amendment, variation or modification to, or replacement of this Agreement; (b) the taking, variation, compromise, renewal, release, refusal or neglect to perfect or enforce any rights, remedies or securities against Bidco or any other Person person; (c) any time or received indulgence or collected by the Administrative Agent waiver given to, or composition made with, Bidco or any other Secured Party from the Borrowerperson; or (d) Bidco becoming insolvent, going into receivership or liquidation or having an administrator appointed. 9.4 The Guarantee shall constitute primary obligations of Offeror and Xxxxx Xxxx shall not be obliged to make any of the Guarantors, any other guarantor demand on Bidco or any other Person by virtue of any action or proceeding or any set-off or appropriation or application person before enforcing its rights against Offeror under the Guarantee. 9.5 If at any time any one or from time to time in reduction of or in payment more of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect provisions of the Obligations Guarantee is or becomes invalid, illegal or unenforceable in any payment received respect under any Law, the validity, legality or collected from such Guarantor in respect enforceability of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid remaining provisions hereof shall not be in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedany way affected if impaired thereby.

Guarantee. (a) Each of To induce the Guarantors Lender to purchase the Note, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Secured Obligations of the Company and the other Guarantors whether existing on the date hereof or hereinafter incurred or created (the “Guarantor Obligations”). The Guarantor Obligations shall include, without limitation, interest accruing at the then applicable rate provided in the Note after the maturity thereof and interest accruing at the then applicable rate provided in the Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Administrative AgentCompany, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with the ratable benefit Purchase Agreement, the Note, this Security Agreement or any other Loan Documents, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the Lender that are required to be paid by the Company pursuant to the terms of any of the Secured Parties foregoing agreements) and all obligations and liabilities of such Guarantor that arise or may arise under or in connection with this Agreement or any other Loan Document to which such Guarantor is a party, in each case whether on account of their respective successorsguarantee obligations, endorseesreimbursement obligations, transferees fees, indemnities, costs, expenses or otherwise (including all fees and assigns, disbursements of counsel to the prompt and complete payment and performance Lender that are required to be paid by such Guarantor pursuant to the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) terms of the Obligationsany such Loan Document). This is Each Guarantor’s Guarantee hereunder constitutes a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondarycollection. (b) Anything herein Any term or in provision of this Security Agreement or any other Loan Document to the contrary notwithstanding, the maximum liability of each aggregate amount for which any Guarantor shall be liable hereunder and under the other Loan Documents shall in no event not exceed the maximum amount for which such Guarantor can be guaranteed by liable without rendering the obligations of such Guarantor under this Guarantee or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable federal and state laws relating to fraudulent conveyance or fraudulent transfer (including the insolvency Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act and Section 548 of debtorstitle 11 of the United States Code or any applicable provisions of comparable laws) (collectively, the “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guarantee for purposes of the Fraudulent Transfer Laws shall take into account the right of contribution established in Section 11(f) hereof and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under this Guarantee. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingTermination Date occurs. (e) No payment made by the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person person or received or collected by the Administrative Agent or any other Secured Party Lender from the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which hereunder, and each Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Guarantor Obligations), remain liable for the Guarantor Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are Termination Date occurs. (f) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11(g) hereof. The provisions of this Section shall in fullno respect limit the obligations and liabilities of any Guarantor to the Lender, and each Guarantor shall remain liable to the Lender for the full amount guaranteed by such Guarantor hereunder. (g) Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Lender, no Letter of Credit Guarantor shall be outstandingentitled to be subrogated to any of the rights of the Lender against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Lender for the payment of the Secured Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor under this Guarantee, until the Termination Date occurs. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor for the benefit of the Lender, segregated from other funds of such Guarantor, and all Permitted Hedging Agreements secured hereby shall, forthwith upon receipt by such Guarantor, be turned over to the Lender in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Lender, if required), to be applied against the Secured Obligations, whether matured or unmatured. (h) Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Guarantor Obligations made by the Lender may be rescinded by the Lender and any of the Guarantor Obligations continued, and the Credit Guarantor Obligations, or the liability of any other person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Lender, and the Purchase Agreement and the Aggregate Commitments are other Loan Documents, and any other documents executed and delivered in connection therewith may be amended, amended and restated, supplemented or otherwise modified or terminated, in whole or in part, as the Lender may deem advisable from time to time in accordance with the Purchase Agreement, and any collateral security, guarantee or right of offset at any time held by the Lender for the payment of the Guarantor Obligations may be sold, exchanged, waived, surrendered or released. The Lender shall not have any obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Guarantor Obligations or for this Guarantee or any property subject thereto. (i) Each Guarantor waives to the fullest extent permitted by applicable law any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Lender upon this Guarantee or acceptance of the guarantee contained in this Section 11. The Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee and all dealings between the Company and any of the Guarantors, on the one hand, and the Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor, to the fullest extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Secured Obligations, other than in connection with any cure periods applicable to the Company. Each Guarantor waives, to the fullest extent permitted by applicable law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except as expressly provided herein) this Guarantee or any of its obligations hereunder. Each Guarantor understands and agrees, to the fullest extent permitted by applicable law, that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Purchase Agreement or any other Loan Documents, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company or any other person against the Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company with respect to any Secured Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company any other Guarantor or any other person or against any collateral security or guarantee for the Guarantor Obligations or any right of offset with respect thereto, and any failure by the Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Lender against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings. (j) This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guarantor Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. (k) Each Guarantor hereby guarantees that payments hereunder will be paid to the Lender without set-off or counterclaim in United States dollars in the manner for payments set forth in the Note.

Guarantee. Subject to the terms and conditions set forth in this Agreement, Guarantor hereby (ai) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, absolutely guarantees to the Administrative AgentCompany, as the primary obligor and not merely as surety, the due and punctual observance, payment, performance and discharge of the obligations of Parent and Purchaser pursuant to this Agreement including the due and punctual payment of all amounts which are or may become due and payable by Parent or Purchaser hereunder when and as the same shall become due and payable and (ii) acknowledges and agrees to take all actions necessary to satisfy Parent and the Surviving Corporation’s obligations with respect to Cashed Out Options and Cashed Out RSUs pursuant to Section 2.8 (the “Obligations”). In furtherance of the foregoing, Guarantor acknowledges that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the ratable benefit full amount of the Secured Parties and each Obligations, regardless of their respective successors, endorsees, transferees and assignswhether any action is brought against Parent. To the fullest extent permitted by law, the prompt Guarantor hereby expressly and complete payment unconditionally waives any and all rights or defenses arising by reason of any law, promptness, diligence, notice of the acceptance of this guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (other than notices required by this Agreement and defenses that are available to Parent and Purchaser). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by this Agreement and that the waivers set forth in this Guarantee are knowingly made in contemplation of such benefits. The execution and delivery of this Agreement by the Guarantor and the performance by the Borrower Guarantor of its obligations contemplated hereby have been duly and validly authorized by all necessary corporate action on the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) part of the ObligationsGuarantor, and no other corporate proceedings on the part of the Guarantor are necessary to authorize this Agreement or to perform its obligations hereunder. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document Subject to the contrary notwithstanding, the maximum liability of each Guarantor hereunder terms and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose conditions of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations (as it may be outstanding. (e) No payment made by the Borrowermodified, any of the Guarantors, any other guarantor amended or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or waived from time to time in reduction accordance with its terms), the liabilities and obligations of or in payment of the Obligations Guarantor pursuant to this Agreement shall not be deemed to modifyreleased, reduce, release discharged or otherwise affect affected by (x) any modification, amendment, waivers or extensions under this Agreement (except to the liability extent of any such modification, amendment, waivers or extensions that is entered into without the prior consent of Guarantor) or (y) any change in the corporate existence, structure or ownership of Parent or Purchaser. Guarantor hereby waives any right, whether legal or equitable, statutory or non-statutory, to require any person to proceed against or take any action against or pursue any remedy with respect to Parent or Purchaser or any other person or make presentment or demand for performance or give any notice of nonperformance before the Company may enforce its rights hereunder which shallagainst Guarantor. For the avoidance of doubt, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up anything to the maximum liability of such Guarantor hereunder until the Obligations are paid contrary in fullthis Agreement, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby this Section 9.11 and the Credit guarantee contemplated hereby shall terminate in accordance with Section 8.2 upon a termination of this Agreement and the Aggregate Commitments are terminatedpursuant to Section 8.1.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assignsParties, the prompt and complete payment and performance by the Borrower and the Guarantors when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and Borrower Obligations owed to the liability of each Guarantor is primary and not secondarySecured Parties. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which that can be guaranteed by such Guarantor under applicable law, including applicable federal and state laws relating to the insolvency of debtors; provided that, to the maximum extent permitted under applicable law, it is the intent of the parties hereto that the rights of contribution of each Guarantor provided in Subsection 2.2 be included as an asset of the respective Guarantor in determining the maximum liability of such Guarantor hereunder. (c) Each Guarantor agrees that the Borrower Obligations guaranteed by it hereunder may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any other Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until the earlier to occur of (i) the first date on which all the Loans, any Reimbursement Obligations, all other Borrower Obligations then due and owing, and the obligations of each Guarantor under the guarantee contained in this Section 2 then due and owing shall have been satisfied by payment in fullfull in cash, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations, (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor (to a Person other than Holdings, the Borrower or a Restricted Subsidiary of either) that is permitted under the Credit Agreement or (iii) the designation of such Guarantor as an Unrestricted Subsidiary. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations guaranteed by it hereunder up to the maximum liability of such Guarantor hereunder until the earlier to occur of (i) the first date on which all the Loans any Reimbursement Obligations, and all other Borrower Obligations then due and owing, are paid in fullfull in cash, no Letter of Credit shall be outstandingoutstanding (except for Letters of Credit that have been cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and the Commitments are terminated, and (ii) the sale or other disposition of all Permitted Hedging Agreements secured hereby and of the Capital Stock of such Guarantor (to a Person other than Holdings, the Borrower or a Subsidiary of either) that is permitted under the Credit Agreement and or (iii) the Aggregate Commitments are terminateddesignation of such Guarantor as an Unrestricted Subsidiary.

Guarantee. 10.1 The Guarantor, as primary obligor, hereby unconditionally and irrevocably: (a) Each guarantees by way of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees continuing guarantee to the Administrative Agent, for Seller the ratable benefit due and punctual performance and observance by the Buyer of the Secured Parties all its obligations under or pursuant to this Agreement and each of their respective successors, endorsees, transferees and assigns, other Transaction Document (the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the “Buyer’s Guaranteed Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.”); (b) Anything herein agrees that if and each time that the Buyer defaults for any reason whatsoever in the performance of any of the Buyer’s Guaranteed Obligations, the Guarantor shall on demand as principal debtor and primary obligor (without requiring the Seller to first take steps against the Buyer or in any other Loan person), unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Buyer’s Guaranteed Obligations in respect of which such default has occurred, in the manner prescribed under this Agreement or any other Transaction Document to so that the contrary notwithstanding, same benefits would be conferred on the maximum liability of each Guarantor hereunder Seller as if the Buyer’s Guaranteed Obligations have been duly performed and under satisfied by the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.Buyer; and (c) Each Guarantor agrees that this guarantee is in addition to and without prejudice to and is not in substitution for any rights which the Obligations Seller may at have or hold for the performance and observance of the Buyer’s Guaranteed Obligations. 10.2 The Guarantor’s obligations under this Clause shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation: (a) any time and from time to time exceed or indulgence granted to, or composition with, the amount Buyer or any other person; (b) any taking, variation, renewal or release of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent Buyer’s Guaranteed Obligations or any Secured Party hereunder.right, guarantee, remedy or security from or against the Buyer or any other person; (c) any neglect to perfect or enforce the Agreement, any other Transaction Document or any right, guarantee, remedy or security from or against the Buyer or any other person; or (d) Each Guarantor agrees that if the maturity of any unenforceability or invalidity of the Obligations is accelerated by bankruptcy or otherwiseBuyer’s Guaranteed Obligations, such maturity shall also be deemed accelerated for the purpose of so that this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit Clause 10 shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, construed as if there were no Obligations may be outstandingsuch unenforceability or invalidity. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly 2.1 The Guarantor irrevocably and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for Beneficiary: 2.1.1 the ratable benefit of the Secured Parties due and each of their respective successors, endorsees, transferees and assigns, the prompt and complete punctual payment and performance by the Borrower Contractor of any debts and liabilities, due, owing or incurred to the Guarantors when due (Beneficiary under the Framework Agreement whether at the stated maturityactual or contingent, by acceleration present or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein future, anywhere, in any currency, on any account or in any other Loan Document manner whatever, whether alone or jointly to the contrary notwithstandingextent the same shall have arisen, and in accordance with the terms thereof; and 2.1.2 that if the Contractor fails fully and punctually to perform its obligations under the Framework Agreement in accordance with the provisions thereof or is determined to have committed any breach of its obligations under the Framework Agreement which is not remedied in accordance with the terms of the Framework Agreement, the maximum liability Guarantor shall indemnify and keep the Beneficiary indemnified against all loss, damages costs and expenses (including reasonable legal fees) which are directly incurred by the Beneficiary arising out of each Guarantor hereunder any such failures or breaches, but only if and to the extent that the Contractor is liable for the same under the other Loan Documents shall in no event exceed Framework Agreement. 2.2 As a separate and primary obligation the amount which can be guaranteed by such Guarantor under applicable federal irrevocably and state laws relating unconditionally guarantees to the insolvency Beneficiary that in the case of debtorsdefault by the Contractor in making any of the payments set out in clause 2.1, the Guarantor shall on demand pay all sums as if the Guarantor instead of the Contractor were the primary obligor. (c) Each 2.3 This Deed of Guarantee is a continuing security and is not satisfied, discharged or affected by any payments or performance of any of the obligations, provisions, warranties and undertakings due under the Framework Agreement whether by the Contractor or the Guarantor agrees that the Obligations until all such payments and performance of such obligations, provisions, warranties and undertakings have been paid or made in full. 2.4 The Beneficiary may at apply any time and sums received under this Guarantee as it in its absolute discretion from time to time exceed decides, including to the amount credit of a suspense account. 2.5 The termination of this Deed for any reason shall not affect the liability of such the Guarantor hereunder without impairing for any sums, obligations or liabilities, present or future, actual or contingent, which are due, owing or have been incurred prior to the guarantee contained in date of termination. 2.6 The Guarantor’s obligations under this Article II Guarantee are those of primary obligor and exist irrespective of any total or affecting the rights and remedies partial invalidity or unenforceability of any purported obligation or liability of the Administrative Agent Contractor to the Beneficiary. 2.7 If any sum due or purportedly due under this Guarantee is not or would not be recoverable under a guarantee for any reason whatsoever, whether or not known to the Beneficiary, such sum shall still be recoverable from the Guarantor as a sole principal debtor upon the terms of this Guarantee. 2.8 The Guarantor acknowledges and agrees that none of its liabilities under this Guarantee shall be terminated, reduced, discharged or otherwise affected by: 2.8.1 any variation, extension, release, discharge, compromise, dealing with, exchange or renewal of any security and of any other right or remedy which the Beneficiary may now or at any time have from or against the Contractor or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity other person in respect of any of the Obligations is accelerated obligations and liabilities of the Contractor under the Framework Agreement; 2.8.2 any act or omission by bankruptcy the Beneficiary or otherwiseany other person in taking up, preserving, perfecting or enforcing any security from or against the Contractor or any other person or any such maturity shall also be deemed accelerated security or other right or remedy held by the Beneficiary being or becoming void, voidable or unenforceable on any ground whatsoever and whether in whole or in part; 2.8.3 any termination, amendment, variation, novation or supplement of or to this Agreement (whether oral or in writing), including any increase in the obligations of the Contractor under the Framework Agreement; 2.8.4 any grant of time, indulgence, waiver, or concession (whether express or by conduct) to the Contractor or any other person; 2.8.5 any claim or enforcement of payment from the Contractor or any other person; 2.8.6 any dealing with any third party; 2.8.7 the insolvency, liquidation, administration, winding-up, limitation, discharge by operation of law, change in the constitution, name or style of the Contractor; 2.8.8 any act or omission which would not have discharged or affected the liability of a sole principal debtor instead of a guarantor or any act, omission, matter or thing which, but for this provision, might operate to exonerate, discharge, reduce or extinguish the purpose Guarantor’s liability under this Guarantee; 2.9 The Beneficiary may enforce this Guarantee whether or not it has first: 2.9.1 notified the Contractor or any other person of this guarantee without any default of the Contractor; 2.9.2 made demand upon, or notice enforced any claim, right or remedy against the Contractor; 2.9.3 taken action or obtained judgment in any Court against the Contractor; or 2.9.4 made or filed any claim in a bankruptcy, liquidation, administration or insolvency of the Contractor. 2.10 Except where prevented from so doing by law the Guarantor waives and agrees not to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all enforce or claim the Obligations shall have been satisfied by payment in full, no Letter benefit of Credit shall be outstanding any and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that rights it has or may from time to time during the term of the Credit Agreement, no Obligations have as guarantor under any applicable law which is or may be outstanding. (e) No payment made by the Borrower, inconsistent with any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any provisions of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedthis Guarantee.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective permitted successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Guaranteed Document to the contrary notwithstanding, the maximum liability Obligations of each Guarantor hereunder and under the other Loan Guaranteed Documents shall be limited to the maximum amount as will result in no event exceed the amount which can be guaranteed by Obligations of such Guarantor under applicable federal and state laws relating this Agreement not constituting a fraudulent transfer or fraudulent conveyance for purposes of any Debtor Relief Law to the insolvency extent applicable to this Agreement and the Obligations of debtorseach Guarantor hereunder (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article ARTICLE II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article ARTICLE II shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding full in cash and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, are terminated notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, full in cash and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments have expired or are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, indorsees and permitted transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (ba) Anything herein or in any other Loan Document If and to the contrary notwithstanding, extent required in order for the maximum liability Secured Obligations of each any Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can to be guaranteed by such Guarantor enforceable under applicable federal federal, state and state other laws relating to the insolvency of debtors, the maximum liability of such Guarantor hereunder shall be limited to the greatest amount which can lawfully be guaranteed by such Guarantor under such laws, after giving effect to any rights of contribution, reimbursement and subrogation arising under Section 2.2. (cb) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed be incurred or permitted in an amount exceeding the amount of the maximum liability of such Guarantor hereunder without without, to the extent permitted by applicable law, impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (dc) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, date when no Letter of Credit shall be Commitments are outstanding and Full Payment of all Permitted Hedging Agreements secured hereby and of the Credit Agreement and Secured Obligations has been made (the Aggregate Commitments shall be terminated“Termination Date”), notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrowers may be outstandingnot then owe any Secured Obligations. (ed) No payment made by the any Borrower, any of the Guarantors, any other guarantor or any other Person person or received or collected by the Administrative Agent or any other Secured Party from the any Borrower, any of the Guarantors, any other guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor (including by means of setoff or appropriation) in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedTermination Date.

Guarantee. For value received, the Guarantor hereby fully, unconditionally and irrevocably guarantees to the Holder of a Security of each series authenticated and delivered by the Trustee, for value received in connection with such Security, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of, premium, if any, and any interest on such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms of such Security and of the Indenture. In case of the failure of the Company punctually to make any such payment of principal, premium, interest, or sinking fund payment, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. If any deduction or withholding for any present or future taxes, assessments or other governmental charges of The Hellenic Republic, The Netherlands or, if applicable, any other jurisdiction, (including any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdictions (or any such political subdivision or taxing authority thereof or therein) in respect of any amounts to be paid by the Guarantor relating to principal of or interest on this Guarantee, the Guarantor will pay as additional interest to the Holder of this Security such additional amounts, as may be necessary in order that the net amounts paid to such Holder pursuant to the terms of this Guarantee, after such deduction or withholding, shall be not less than such amounts as such Holder would otherwise be entitled to receive; provided, however, that such amounts shall be payable only to Holders that (a) Each are not resident in The Hellenic Republic for purposes of its tax and that do not have a Greek Tax Registration Number (AFM) and (b) hat are not resident in The Netherlands for the purposes of its tax, and (c) if applicable, that are not resident for tax purposes and are not registered with the tax authorities in any other applicable jurisdiction (political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated; and provided, further, that the Guarantor shall not be required to make any payment of additional amounts for or on account of: (1) any tax, assessment or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the applicable jurisdiction, or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or there having been present or engaged in trade or business therein or having or having had a permanent establishment therein, (2) any estate, inheritance, gift, sales, transfer, stamp, personal property or similar tax, assessment or other governmental charge, (3) any tax, assessment or other governmental charge which is payable other than by withholding from payments of (or in respect of) principal of, premium, if any or any interest on, this Security, (4) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal, premium, if any, or any interest on, this Security, if such payment can be made without such withholding by any other Paying Agent, (5) any tax, assessment or other governmental charge which would not have been imposed or withheld if such Holder had made a timely and accurate declaration of non-residence or other similar claim for exemption or present any applicable form or certificate, upon the making or presentation of which that Holder would either have been able to avoid such tax, assessment or charge or to obtain a refund of such tax, assessment or charge, including certification or documentation to the effect that such Holder or beneficial owner is not a resident and lacks other connections with the applicable jurisdiction, as the case may be, or had made any other declaration or satisfied any other information requirements required to avoid such tax assessment or other governmental charge, (6) any tax, assessment or other governmental charge which would not have been imposed but for the presentation of this Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later, (7) any payment under or with respect to this Security to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or this Security, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or this Security would not have been entitled to the additional amounts had such beneficiary, settlor, member of beneficial owner been the actual Holder of such Security, (8) any withholding tax required to be deducted by the Company or the Guarantor from any amounts to be paid by Company or the Guarantor under the Securities or the Guarantees, as the case may be, pursuant to the European Union Directive on the taxation of savings implementing the conclusions of the Guarantors herebyEuropean Council of Economic and Finance Ministers ("ECOFIN") meeting on June 3, jointly 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive, or (9) any combination of the items (1), (2), (3), (4), (5), (6), (7) and severally, unconditionally and irrevocably, guarantees (8) above. If applicable to the Administrative Agentrelevant series of Securities, the foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the ratable benefit Company is organized, or any political subdivision or taxing authority thereof or therein. The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full unconditional and irrevocable, and without limiting the generality of the Secured Parties and each foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of their respective successorsany Security or this Indenture, endorseesany failure to enforce the provisions of any Security or this Indenture, transferees and assignsor any waiver, modification or indulgence granted to the prompt and complete payment and performance Company with respect thereto, by the Borrower and Holder of any Security of any series or the Guarantors when due (whether at Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the stated maturityforegoing, by acceleration no such waiver, modification or otherwise) indulgence shall, without the consent of the ObligationsGuarantor, increase the principal amount of any Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect to any sinking fund required under any Security and all demands whatsoever, and covenants that the Guarantee will not be discharged except by payment in full of the principal of, interest on, and premium, if any, of such Security. This is guarantee shall constitute a guarantee of payment and not collection of collection. The Guarantor shall be subrogated to all rights of the Holder of such Security and the liability Trustee against the Company in respect of each any amounts paid to such Holder by the Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document pursuant to the contrary notwithstandingprovisions of the Guarantee, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees provided, however, that the Obligations may at Guarantor shall not be entitled to enforce, or to receive any time payments arising out of or based upon, such right of subrogation until the principal of, interest on, and from time to time exceed the amount premium, if any, of all Securities of the liability of same series issued under such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations Indenture shall have been satisfied by payment paid in full, . No reference herein to such Indenture and no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term provision of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by Guarantee or of such Indenture shall alter or impair the Borrower, any guarantee of the GuarantorsGuarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrowerwhich is absolute and unconditional, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in due and punctual payment of the Obligations principal of, interest on, and premium, if any, with respect to, the Security upon which the Guarantee is endorsed and other times, places and rate, and in the cash or currency, prescribed therein. The Guarantee shall not be deemed to modify, reduce, release valid or otherwise affect the liability of obligatory for any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor purpose in respect of any Security until the Obligations certificate of authentication of such Security shall have been manually executed by or any payment received or collected from such Guarantor in respect on behalf of the Obligations), remain liable for Trustee under such Indenture. All terms used in the Obligations up Guarantee which are defined in this Indenture shall have the meanings assigned to them in the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.Indenture. ARTICLE FOURTEEN

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Secured Swap Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Secured Swap Agreements secured hereby and the Credit Agreement and the Aggregate total Commitments are terminated.

Guarantee. (a) Each 1.1 The Guarantor unconditionally and irrevocably guarantees by way of continuing obligation to Farmlands the due and punctual payment by each Customer of any amount that Customer is required to pay under this Agreement, and the due and proper performance by each Customer of all its other obligations under this Agreement. At the request of Farmlands, the Guarantor shall take all reasonable endeavours to procure that each Customer complies with its obligations under this Agreement. 1.2 The liability of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit Guarantor under this clause will constitute a principal obligation of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment Guarantor and not collection and the merely as a surety. Such liability of each Guarantor is primary and will not secondary. (b) Anything herein be released or in any way affected in a manner prejudicial to Farmlands by any granting of time, waiver, indulgence, concession, variation of this Agreement, release or forbearance to xxx by Farmlands, or by any other Loan Document act, omission, matter, circumstance or law under which the Guarantor, as sureties only, would, but for the provisions of this clause, have been released from liability under this Agreement. 1.3 If any Customer fails to the contrary notwithstandingpay punctually any amount owing to Farmlands under this Agreement, or fails to perform punctually and properly any of its other obligations under this Agreement, the maximum Guarantor shall, immediately after receiving written notice from Farmlands specifying such failure or failures, pay the amount or perform the obligations (as the case requires) on the terms set out in this Agreement. 1.4 The liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall clause will remain in full force and effect until all the Obligations shall amounts that each Customer is required to pay, and all obligations that it is required to perform, under this Agreement have been satisfied by payment punctually and properly paid or performed (as the case requires) on the terms set out in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term this Agreement. 1.5 The liability of the Credit AgreementGuarantor under this clause is in addition to, no Obligations and not in substitution for, any other security or right that Farmlands may have in respect of any amount payable, or obligation to be performed, by any Customer, and may be outstandingenforced against the Guarantor (jointly and severally) without first having recourse to any such securities or rights and without first taking any action against any Customer. (e) No 1.6 In addition to its obligations under this clause, the Guarantor will indemnify Farmlands against all losses, damages and expenses suffered or incurred by Farmlands arising directly or indirectly out of the non-payment made of any amount by the Borrowerany Customer or any breach or non- fulfilment of any Customer's obligations contained or implied in this Agreement. 1.7 The Guarantor shall pay to Farmlands, upon receipt from Farmlands of written demand for such payment, all costs and expenses incurred by Farmlands in enforcing any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any provisions of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedthis guarantee.

Guarantee. (a) Each 7.1 The Guarantor hereby irrevocably and unconditionally, and notwithstanding the release of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person person under the terms of any composition or received arrangement with any creditors of the Issuer or collected any Subsidiary of the Guarantor, guarantees to the Trustee: (a) the due and punctual payment in accordance with the provisions of these presents of the principal of and interest on the Notes and of any other amounts payable by the Administrative Agent Issuer under these presents; and (b) the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer’s part to be performed or observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other amount, the Guarantor shall cause each and every such payment to be made as if the Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer’s obligations) to the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer. 7.3 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other Secured Party from event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the Borrowerliability of the Guarantor and this guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and the Guarantor shall indemnify the Trustee and the Noteholders and/or Couponholders (as the case may be) in respect thereof PROVIDED THAT the obligations of the Issuer and/or the Guarantor under this subclause shall, as regards each payment made to the Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. 7.4 The Guarantor hereby agrees that its obligations under this clause shall be unconditional and that the Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the other provisions of these presents have been modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by or on behalf of the Noteholders or the Couponholders or the Trustee, whether or not any determination has been made by the Trustee pursuant to subclause 19.1, whether or not there have been any dealings or transactions between the Issuer, any of the GuarantorsNoteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other guarantor circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor. Accordingly the validity of this guarantee shall not be affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations obligations of the Issuer under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of the Guarantor under these presents be affected by any Guarantor hereunder which shallact, notwithstanding any such payment (other than any payment made by such Guarantor in respect of thing or omission or means whatever whereby its liability would not have been discharged if it had been the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedprincipal debtor.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees (this “Guaranty”) by way of an independent obligation to the Administrative AgentSellers (each Seller referred to herein individually as a “Beneficiary” and collectively referred to herein as “Beneficiaries”) (i) the due, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and faithful performance by the Borrower Purchaser of all undertakings, obligations, required acts and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) performances of the Purchaser to such Beneficiaries under or arising out of this Agreement, and (ii) the due and punctual payment of all amounts due and payable by the Purchaser to such Beneficiaries under or arising out of this Agreement after the date hereof, when and as the same shall arise and become due and payable in accordance with the terms of and subject to the conditions contained in this Agreement (the “Guaranteed Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary”). (b) Anything herein This is a guaranty of payment and performance and not of collection only. If for any reason whatsoever the Purchaser shall fail or be unable to perform or comply with any of its Guaranteed Obligations, Guarantor will promptly upon receipt of notice thereof from the Beneficiaries entitled to such performance or payment forthwith (i) pay or cause to be paid in any other Loan Document lawful money of the United States the unpaid Guaranteed Obligations then due and payable to each such Beneficiary (at the place specified and in the amounts and to the contrary notwithstanding, extent required of the maximum liability Purchaser under this Agreement) and (ii) perform or comply with the Guaranteed Obligations for which performance or compliance is due or cause such Guaranteed Obligations to be performed or complied with (such performance or compliance as required of each Guarantor hereunder and Purchaser under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsthis Agreement). (c) Each Guarantor agrees that shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Beneficiaries may at be rescinded by the Beneficiaries and any time of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, if any, may, from time to time exceed time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the amount of the liability of such Guarantor hereunder without impairing the guarantee contained Beneficiaries, and this Agreement and any other documents executed and delivered in this Article II connection therewith may be amended, modified, supplemented or affecting the rights and remedies of the Administrative Agent terminated, in whole or any Secured Party hereunderin part. (d) Each Guarantor agrees that if waives any and all notice of the maturity creation, renewal, extension or accrual of any of the Guaranteed Obligations is accelerated and notice of or proof of reliance by the Beneficiaries upon this Guaranty or acceptance of this Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guaranty; and all dealings between the Purchaser and Guarantor, on the one hand, and the Beneficiaries, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor agrees that (i) any notice provided under this Agreement to the Purchaser (including any demand for payment or notice of default or non payment) shall be deemed to constitute notice to Guarantor for purposes hereof and (ii) any knowledge of the Purchaser shall be deemed knowledge of Guarantor for purposes hereof. Nothing in this Section 13.13 shall be deemed to constitute a waiver of, or prevent Guarantor from asserting, any valid defense that may be asserted by the Purchaser. Guarantor waives any defense whatsoever to the performance of the Guaranteed Obligations that would not constitute a valid defense by the Purchaser. Guarantor understands and agrees that this Guaranty shall be construed as a continuing, absolute and unconditional guaranty of payment and performance without regard to (x) the validity or enforceability of this Section 13.13, or (y) any other circumstance whatsoever (with or without notice to or knowledge of the Purchaser or Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Purchaser for the Guaranteed Obligations, or of Guarantor under this Guaranty in bankruptcy or otherwiseany similar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against Guarantor, the Beneficiaries may, but shall be under no obligation to, make a similar demand on or otherwise pursue such maturity shall also be deemed accelerated rights and remedies as it may have against the Purchaser or any other Person or against any collateral security or guaranty for the purpose Guaranteed Obligations or any right of this guarantee without demand offset with respect thereto, and any failure by the Beneficiaries to make any such demand, to pursue such other rights or notice remedies or to collect any payments from the Purchaser or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of offset, or any release of the Purchaser or any other Person or any such collateral security, guaranty or right of offset, shall not relieve Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Beneficiaries against Guarantor. The guarantee contained in this Article II For the purposes hereof “demand” shall remain in full force include the commencement and effect until all the Obligations shall have been satisfied by payment in full, no Letter continuance of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingany legal proceedings. (e) No payment made by This Guaranty shall continue to be effective, or be reinstated, as the Borrowercase may be, if at any time payment, or any part thereof, of any of the GuarantorsGuaranteed Obligations is rescinded or must otherwise be restored or returned by the Beneficiaries upon any insolvency, any other guarantor bankruptcy, dissolution, liquidation or reorganization involving the Purchaser or Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Purchaser or Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. (f) Guarantor shall pay reasonable out-of-pocket attorneys’ fees, reasonable out-of-pocket costs and other Person expenses of each of the Beneficiaries expended or received incurred in enforcing this Guaranty against Guarantor with respect to any claim against the Purchaser in which the Beneficiaries are the prevailing party, whether or collected not legal action is instituted, including, without limitation, all fees, costs and expenses incurred in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving the Purchaser or Guarantor which in any way affect the exercises by the Administrative Agent or any other Secured Party from the Borrower, Beneficiary of any of its rights and/or remedies hereunder. (g) This Section 13.13 shall terminate at the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedEffective Time.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees successors and permitted assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Secured Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Secured Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Secured Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding.are Paid In Full In Cash. [AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT] (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Secured Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Secured Obligations or any payment received or collected from such Guarantor in respect of the Secured Obligations), remain liable for the Secured Obligations up to the maximum liability of such Guarantor hereunder until the Secured Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedPaid In Full In Cash.

Guarantee. (a) Each Upon the terms and subject to the conditions of this Agreement, each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Guaranteed Creditors and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstandingfull in cash. (e) No payment made by the Borrower, any of the GuarantorsObligor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Guaranteed Creditor from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in fullfull in cash, no Letter of Credit shall be outstanding, outstanding and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of For valuable consideration in connection with [identify PPA and other Seller Ancillary Documents as appropriate, as each may hereafter be amended, supplemented or otherwise modified from time to time, collectively, the Guarantors hereby“Guaranteed Contract”] with (Counterparty/Seller name and description to the underlying Guaranteed Contract, jointly the “Counterparty”) subject to the terms and severallyconditions set forth herein and effective from the date herein, the Guarantor irrevocably and unconditionally and irrevocably, guarantees to the Administrative AgentBeneficiary, for the ratable benefit of the Secured Parties its successors and each of their respective successors, endorsees, transferees and permitted assigns, the prompt payment on demand, in lawful money of the United States, of any amount due and complete payment and performance by payable to the Borrower and Beneficiary arising out of or under the Guarantors Guaranteed Contract, when due (the same shall become due, whether at the stated maturity, by acceleration acceleration, demand or otherwiseotherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code) subject to any applicable grace period thereunder and the prompt and proper performance by the Counterparty of all of its other obligations to the Beneficiary pursuant to the Guaranteed Contract (collectively, the “Guaranteed Obligations”). This is a guarantee of payment and performance and not collection merely a guarantee of collection, and the liability of each Guarantor is liable as a primary obligor for the amounts and not secondaryother obligations due hereunder. The Beneficiary shall make demands for payment or performance hereunder, as the case may be, by providing the Guarantor with written notice as provided below, and the Guarantor shall make payments or perform, as the case may be, within five (5) business days after receipt of any such notice. The Guarantor shall make each payment to the Beneficiary in U.S. Dollars in immediately available funds as directed by the Beneficiary. (b) Anything herein The obligations of Guarantor hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full in cash and performance of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees that: ( a) Beneficiary may enforce this Guarantee upon the occurrence and during the continuance of a default or early termination event under the Guaranteed Contracts notwithstanding the existence of any dispute between Counterparty and Beneficiary with respect to the existence of such event; (b) the obligations of Guarantor hereunder are independent of the obligations of Counterparty under the Guaranteed Contracts and the obligations of any other guarantor of obligations of Counterparty and a separate action or actions may be brought and prosecuted against Guarantor whether or not any action is brought against Counterparty or any of such other guarantors and whether or not Counterparty is joined in any other Loan Document to such action or actions; and (c) Guarantor’s payment or performance of a portion, but not all, of the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents Guaranteed Obligations shall in no event exceed way limit, affect, modify or abridge Guarantor’s liability for any portion of the amount which can Guaranteed Obligations that has not been paid or performed. This Guarantee is a continuing guaranty and shall be guaranteed by binding upon Guarantor and its successors and assigns, and Guarantor irrevocably waives any right (including any such Guarantor right arising under applicable federal and state laws relating California Civil Code Section 2815) to the insolvency of debtorsrevoke this Guarantee as to future transactions giving rise to any Guaranteed Obligations. (c) Each Any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Counterparty (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if said proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantor agrees and Beneficiary that the Guaranteed Obligations should be determined without regard to any rule of law or order that may at relieve Counterparty of any time and from time to time exceed the amount of the liability portion of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunderGuaranteed Obligations. (d) Each Guarantor agrees that if Upon the maturity failure of Counterparty to pay or perform any of the Guaranteed Obligations is accelerated by bankruptcy when and as the same shall become due, Guarantor will upon demand pay, or otherwisecause to be paid, such maturity shall also be deemed accelerated for in cash, to Beneficiary an amount equal to the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term aggregate of the Credit Agreementunpaid Guaranteed Obligations, no Obligations or perform any such outstanding Guaranteed Obligations, as the case may be outstandingbe. (e) No payment made by This Guarantee shall terminate only upon the Borrower, any full satisfaction of the GuarantorsGuaranteed Obligations. If, notwithstanding the foregoing, Guarantor shall have any other guarantor non- waivable right under applicable law or any other Person otherwise to terminate or received revoke this Guarantee, Guarantor agrees that the termination or collected by the Administrative Agent or any other Secured Party from the Borrower, any revocation shall not be effective until a written notice of the Guarantors, any other guarantor termination or any other Person revocation is received by virtue Beneficiary and shall not affect the rights and powers of any action or proceeding or any set-off or appropriation or application at any time or from time Beneficiary to time in reduction of or in payment enforce rights arising prior to receipt of the Obligations notice. Any rights arising out of advances or actions by Beneficiary after Guarantor’s termination or revocation but prior to receipt of the requisite notice shall be deemed to modify, reduce, release the same as if the termination or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedrevocation had not occurred.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to HRP (i) the Administrative Agentfull and punctual payment when due, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturityor accelerated maturity thereof or upon any mandatory or voluntary prepayment date, by acceleration termination or otherwise) , of each of the Guaranteed Obligations, and (ii) the performance and observance of all agreements, obligations, warranties and covenants of any of the Guarantors comprising the Guaranteed Obligations. This guarantee is a guarantee of payment and not collection of collectibility and the liability of is absolute and in no way conditional or contingent and each Guarantor is hereby expressly waives any right to require that any action be brought against the primary and not secondary. (b) Anything herein obligor or in principal debtor on any Guaranteed Obligation, against such Guarantor or against any other Loan Document Guarantor or to require that resort be had to any security or collateral. In case any part of the contrary notwithstandingGuaranteed Obligations shall not have been paid when due and payable, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed shall, within ten (10) days after receipt of Notice (as such term is hereinafter defined) from HRP, pay or cause to be paid to HRP the amount which can thereof as shall then be guaranteed by such Guarantor due and payable (including interest and other charges, if any, due thereon through the date of payment); provided, however, nothing herein shall be construed to create or extend any grace period under applicable federal and state laws relating to the insolvency of debtors. (c) any Security Document. Each Guarantor agrees further agrees, both jointly and severally, that the Obligations may if at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent all or any Secured Party hereunder. (d) Each part of any payment theretofore made by the principal debtor, primary obligor or any other Guarantor agrees that if the maturity to HRP for application to or in respect of any of the Guaranteed Obligations is accelerated by or must be rescinded or returned or restored for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose reorganization of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term any obligor of the Credit Agreement, no Guaranteed Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person Guarantor), such Guaranteed Obligations shall, for the purposes of this Agreement, to the extent that such payment is or received must be rescinded, restored or collected by the Administrative Agent or any other Secured Party from the Borrowerreturned, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shallhave continued in existence, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstandingapplication, and this Agreement shall continue to be effective or be reinstated, as the case may be, as to such Guaranteed Obligations, all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedas though such payment to or application by HRP had not been made.

Guarantee. (a) 7.1 Each Original Guarantor hereby irrevocably and unconditionally on a joint and several basis with each other Guarantor from time to time and subject to the provisions of subclause 7.9 below, and notwithstanding the release of any other Guarantor or any other person under the terms of any composition or arrangement with any creditors of the Guarantors hereby, jointly and severally, unconditionally and irrevocablyIssuer or any other Subsidiary of the Issuer, guarantees to the Administrative Agent, for Trustee: (a) the ratable benefit due and punctual payment in accordance with the provisions of these presents of the Secured Parties principal of and each interest on the Notes and of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance any other amounts payable by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.Issuer under these presents; and (b) Anything herein the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer’s part to be performed or in observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document amount, each Original Guarantor shall cause each and every such payment to be made as if each Original Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer’s obligations) to the contrary notwithstandingintent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsIssuer. (c) Each Guarantor agrees that the Obligations may at 7.3 If any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the BorrowerIssuer and received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, any insolvency or corporate reorganisation of the GuarantorsIssuer or, without limitation, on any other guarantor event) be avoided or set aside for any other Person reason, such payment shall not be considered as discharging or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect diminishing the liability of any Guarantor hereunder which and this Guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and each Guarantor shall indemnify the Trustee and the Noteholders and/or Couponholders (as the case may be) in respect thereof PROVIDED THAT the obligations of the Issuer and/or the Guarantors under this subclause shall, notwithstanding as regards each payment made to the Trustee or any Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. 7.4 Each Guarantor hereby agrees that its obligations under this clause shall be unconditional and that each Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the other provisions of these presents have been modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by or on behalf of the Noteholders or the Couponholders or the Trustee, whether or not any determination has been made by the Trustee pursuant to Clause 19, whether or not there have been any dealings or transactions between the Issuer, any of the Noteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor. Accordingly the validity of this Guarantee shall not be affected by reason of any invalidity, irregularity, illegality or unenforceability of all or any of the obligations of the Issuer under these presents and this Guarantee shall not be discharged nor shall the liability of any Guarantors under these presents be affected by any act, thing or omission or means whatever whereby its liability would not have been discharged if it had been the principal debtor. 7.5 Without prejudice to the provisions of subclause 9.1 the Trustee may determine from time to time whether or not it will enforce this Guarantee which it may do without making any demand of or taking any proceedings against the Issuer and may from time to time make any arrangement or compromise with any Guarantor in relation to this guarantee which the Trustee may consider expedient in the interests of the Noteholders. 7.6 Each Guarantor waives diligence, presentment, demand of payment, filing of claims with a court in the event of dissolution, liquidation, merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to these presents or the indebtedness evidenced thereby and all demands whatsoever and covenant that this Guarantee shall be a continuing guarantee, shall extend to the ultimate balance of all sums payable and obligations owed by the Issuer under these presents, shall not be discharged except by complete performance of the obligations in these presents and is additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from any Guarantor or otherwise. 7.7 If any moneys shall become payable by any Guarantor under any Guarantee, none of the Guarantor shall, so long as the same remain unpaid, without the prior written consent of the Trustee: (a) in respect of any amounts paid by it under the Guarantee, exercise any rights of subrogation or contribution or, without limitation, any other right or remedy which may accrue to it in respect of or as a result of any such payment; or (b) in respect of any other moneys for the time being due to such Guarantor by the Issuer, claim payment thereof or exercise any other right or remedy; (other than including in either case claiming the benefit of any security or right of set-off or, on the liquidation of the Issuer, proving in competition with the Trustee). If, notwithstanding the foregoing, upon the bankruptcy, insolvency or liquidation of the Issuer, any payment or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, shall be received by any Guarantor before payment in full of all amounts payable under these presents shall have been made to the Noteholders, the Couponholders and the Trustee, such payment or distribution shall be received by such Guarantor in respect of on trust to pay the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up same over immediately to the maximum liability Trustee for application in or towards the payment of such Guarantor hereunder until all sums due and unpaid under these presents in accordance with clause 10. 7.8 Until all amounts which may be or become payable by the Obligations are Issuer under these presents have been irrevocably paid in full, no Letter the Trustee may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by the Trustee in respect of Credit shall be outstandingthose amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise), and all Permitted Hedging Agreements secured hereby and the Credit Agreement and Guarantors shall not be entitled to the Aggregate Commitments are terminatedbenefit of the same; and (b) hold in a suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under the Guarantee, without liability to pay interest on those moneys. 7.9 Notwithstanding anything to the contrary contained in these presents, the parties hereto agree that: (a) for the purpose (inter alia) of Article 1938 of the Italian Civil Code, the obligations of Luxottica S.r.l. under the Guarantee shall at no time require Luxottica S.r.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of Issuing Lender and the Secured Parties L/C Participants and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors respective Subsidiary Guarantor when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection , and the liability Guarantor further agrees to pay any and all. expenses (including, without limitation, all reasonable fees and disbursements of each Guarantor is primary and not secondary. (bcounsel) Anything herein which may be paid or in any other Loan Document to incurred by the contrary notwithstandingAdministrative Agent, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent Issuing Lender or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity L/C Participant in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations is accelerated by bankruptcy and/or enforcing any rights with respect to, or otherwisecollecting against, such maturity shall also be deemed accelerated for the purpose of Guarantor under this guarantee without demand or notice to such GuarantorGuarantee. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations shall have been satisfied by payment obligations are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby full and the Revolving Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during prior thereto the term of the Credit Agreement, no Obligations Borrower may be outstandingfree from any Obligations. (eb) No payment or payments made by any Subsidiary Guarantor, the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person or received or collected by the Administrative Agent Agent, the Issuing Lender or any other Secured Party L/C Participant from any Subsidiary Guarantor, the Borrower, any of the Guarantors, any other guarantor Guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such the Guarantor in respect of the Obligations or any payment payments received or collected from such the Guarantor in respect of the Obligations)obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Revolving Credit Agreement and the Aggregate Commitments are terminated. (c) The Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent, the Issuing Lender or any L/C Participant on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of Subject to the Guarantors herebylimitations set forth in Section 7.3(d), jointly and severallythe Guarantor hereby absolutely, unconditionally and irrevocably, irrevocably guarantees to Target the Administrative Agentdue and punctual observance, performance and discharge by the Parent of its obligations under Section 7.3(c) of this Agreement (each, an “Obligation” and, collectively, the “Obligations”). The Guarantor shall make prompt payment (in any event, no later than five (5) Business Days after written demand by Target therefor) to Target for the ratable benefit amount of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondaryany such Obligation. (b) Anything herein or The Guarantor represents and warrants to Target that: (i) the Guarantor is a limited partnership, validly existing and in any good standing under the Laws of the State of Delaware, and has all requisite power and authority necessary to execute and deliver this Agreement, solely for the purposes of this Section 8.13 (the “Guarantee”), and to perform its obligations hereunder. The execution, delivery and performance by the Guarantor of the Guarantee have been approved by the requisite limited partnership action, and no other Loan Document action on the part of the Guarantor is necessary to authorize the execution, delivery and performance by the Guarantor of the Guarantee. The Guarantee has been duly executed and delivered by the Guarantor and, assuming due authorization, execution and delivery of this Agreement by the other parties to this Agreement, constitutes legal, valid and binding obligations of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to the contrary notwithstandingBankruptcy and Equity Exception. Neither the execution and delivery of the Guarantee by the Guarantor, nor compliance by it with any of the maximum liability terms or provisions of each Guarantor hereunder and under the other Loan Documents shall in no event exceed Guarantee, will (x) conflict with or violate any provision of the amount which can be guaranteed by such Guarantor under organizational documents of the Guarantor, (y) violate any Law, judgment, writ, stipulation or injunction of any Governmental Authority applicable federal and state laws relating to the insolvency Guarantor, or (z) violate or constitute a default under any of debtorsthe terms, conditions or provisions of any Contract to which the Guarantor is a party. (ii) the Guarantor has the financial capacity to pay and perform the Obligations. (c) Each Guarantor agrees that No failure on the Obligations may at part of Target to exercise, and no delay in exercising, any time and from time to time exceed the amount of the liability of such Guarantor right, remedy or power hereunder without impairing the guarantee contained in this Article II shall operate as a waiver thereof, nor shall any single or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity partial exercise by Target of any right, remedy or power hereunder preclude any other or future exercise of the Obligations is accelerated any right, remedy or power. Each and every right, remedy and power hereby granted to Target or allowed it by bankruptcy Law or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit other agreement shall be outstanding cumulative and all Permitted Hedging Agreements secured hereby not exclusive of any other and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made exercised by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application Target at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedtime.

Guarantee. (a) Each To induce the Company to enter into the Agreement, the Guarantor hereby irrevocably and unconditionally guarantees the performance of all obligations and agreements (including any payment obligations) of Parent and Merger Sub (the “Guaranteed Obligations”) and the Guarantor shall cause Parent and Merger Sub to perform all of Parent’s and Merger Sub’s obligations and agreements (including any payment obligations) under the Agreement, including, but not limited to, the obligations of Parent under Section 10.3 of the Guarantors herebyAgreement when owing, jointly payable and severally, unconditionally due by Parent pursuant to and irrevocably, guarantees to in accordance with the Administrative Agent, for the ratable benefit Agreement and any liability or damage resulting from any fraud or Willful Breach of the Secured Parties Agreement by Parent. The Guarantor’s obligations hereunder are principal obligations and each of their respective successorsare not ancillary or collateral to any other right or obligation under the Agreement, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The Guarantor’s obligations hereunder are (i) a continuing guarantee contained in this Article II and shall remain in full force and effect until all the Obligations shall have been satisfied by satisfaction in full of the Guaranteed Obligations, and (ii) a primary guarantee of both payment in full, no Letter of Credit shall be outstanding and performance. The Guarantor hereby undertakes to make any and all Permitted Hedging Agreements secured hereby payments hereunder free and clear of, and without, any deduction, limitation, impairment, recoupment or offset. The Company shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of its rights against, Parent, Merger Sub or any other Person liable for any Guaranteed Obligations prior to proceeding against the Credit Agreement and the Aggregate Commitments shall Guarantor hereunder or resort to any security or other means of collecting payment. The Guarantor’s obligations hereunder may not be revoked or terminated, notwithstanding that from time to time during and shall remain in full force and effect and binding on the term Guarantor, until the complete, irrevocable, and indefeasible payment and satisfaction in full of the Credit Guaranteed Obligations. To the fullest extent permitted by applicable Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any applicable Law that would otherwise require any election of remedies by any party to the Agreement. The Guarantor waives promptness, diligence, notice of acceptance, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any of the Guaranteed Obligations and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar applicable Law now or hereafter in effect, any right to require the marshalling of assets of the Company or any other Person interested in the transactions contemplated by the Agreement, and all suretyship defenses generally. No failure on the part of the Company or any other party to the Agreement to exercise, and no Obligations may be outstandingdelay in exercising, any right, remedy or power hereunder or thereunder or otherwise shall operate as a waiver thereof, nor shall any single or partial exercise by the Company or any other party to the Agreement of any right, remedy or power hereunder or thereunder preclude any other or future exercise of any right, remedy or power. The Guarantor acknowledges and agrees that the Company may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor in respect of the payment of the Guaranteed Obligations, regardless of whether an action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions. (eb) No The liability of the Guarantor under this Guarantee shall, to the fullest extent permitted under applicable Law, be absolute and unconditional irrespective of, and the Guarantor hereby acknowledges and agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by, and the Guarantor hereby waives any defense based upon or arising out of (i) the value, genuineness, regularity, illegality or enforceability of the Agreement or any other agreement or instrument referred to therein, including this Guarantee; (ii) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person or any insolvency, bankruptcy, reorganization or other similar Legal Proceeding (or any consequences or effects thereof) affecting Parent, Merger Sub or any other person or any of their respective assets; (iii) any duly executed and delivered waiver, amendment or modification of the Agreement (other than a waiver, amendment or modification to any Guaranteed Obligation) or any other agreement evidencing or otherwise entered into in connection therewith, or change in the manner, place or terms of payment made or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Guaranteed Obligation, any liability incurred directly or indirectly in respect thereof, or any duly-executed amendment or waiver of or any consent to any departure from the terms of the Agreement (other than a waiver or consent to any departure from any Guaranteed Obligation) or any other agreement evidencing or otherwise entered into in connection therewith; (iv) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Company, whether in connection with any Guaranteed Obligation or otherwise; (v) the addition, substitution or release of Parent, Merger Sub or any other person with respect to the Guaranteed Obligations; or (vi) any discharge of the Guarantor as a matter of applicable law of any jurisdiction (other than a discharge of the Guarantor with respect to the Guaranteed Obligations as a result of indefeasible payment in full of the Guaranteed Obligations in accordance with their terms or as a result of defenses to the payment of the Guaranteed Obligations that would be available to Parent or Merger Sub under the Agreement or as a result of a breach by the BorrowerCompany of this Guarantee, but excluding defenses arising from bankruptcy or insolvency of Parent and other defenses waived in this Guarantee; provided that the Company hereby agrees that the Guarantor may assert, as a defense to, or release or discharge of, any payment or performance by the Guarantor under this Guarantee, any claim, set-off, deduction, defense or release that Parent or Merger Sub could assert against the Company under the terms of the GuarantorsAgreement that would relieve each of Parent and Merger Sub of its obligations under the Agreement (excluding any insolvency, bankruptcy, reorganization or other similar proceeding (or any other guarantor consequences or effects thereof) affecting Parent or Merger Sub or any other Person or received any of its or collected by their respective assets). (c) The Guarantor hereby waives any and all notice of the Administrative Agent creation, renewal, extension or any other Secured Party from the Borrower, accrual of any of the Guarantors, any other guarantor Guaranteed Obligations and notice of or proof of reliance by the Company upon this Guarantee or any other Person by virtue Guaranteed Obligation or acceptance of any action or proceeding this Guarantee or any set-off or appropriation or application at any time or from time to time in reduction of or in payment Guaranteed Obligation. Without expanding the obligations of the Guarantor hereunder, the Guaranteed Obligations shall conclusively be deemed to modifyhave been created, reduce, release contracted or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor incurred in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstandingreliance upon this Guarantee, and all Permitted Hedging Agreements secured hereby dealings between Parent, Merger Sub or the Guarantor, on the one hand, and the Credit Company, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Agreement and that the Aggregate Commitments waivers set forth in this Guarantee are terminatedknowingly made in contemplation of such benefits. The Guarantor acknowledges and agrees that each of the waivers set forth herein is made with the Guarantor’s full knowledge of its significance and consequences and made after the opportunity to consult with counsel of its own choosing, and that under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any of said waivers are determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law.

Guarantee. 7.1 The Original Guarantor hereby irrevocably and unconditionally and on a joint and several basis with each company which becomes an Additional Guarantor from time to time, and notwithstanding the release of any other Guarantor or any other person under the terms of any composition or arrangement with any creditors of the Issuer or any other Guarantor or any Subsidiary of the Issuer or any Guarantor, guarantee to the Trustee: (a) Each the due and punctual payment in accordance with the provisions of these presents of the Guarantors hereby, jointly principal of and severally, unconditionally interest on all Notes and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance any other amounts payable by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.Issuer under these presents; and (b) Anything herein the due and punctual performance and observance by the Issuer of each of the other provisions of these presents on the Issuer's part to be performed or in observed. 7.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, interest or other Loan Document to the contrary notwithstandingamount, the maximum liability of Original Guarantor shall on a joint and several basis with each other company which becomes an Additional Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed cause each and every such payment to be made as if the Original Guarantor instead of the Issuer were expressed to be the primary obligor under these presents and not merely as surety (but without affecting the nature of the Issuer's obligations) to the intent that the holder of the relevant Note or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, interest or such other amount as would have been receivable had such payments been made by the Issuer. 7.3 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of these presents shall (whether on the subsequent bankruptcy, insolvency or corporate reorganisation of the Issuer or, without limitation, on any other event) be avoided or set aside for any reason, such payment shall not be considered as discharging or diminishing the liability of the Original Guarantor and this guarantee shall continue to apply as if such payment had at all times remained owing by the Issuer and the Original Guarantor hereunder without impairing shall indemnify the guarantee contained Trustee and the Noteholders and/or and/or Couponholders (as the case may be) in this Article II or affecting respect thereof PROVIDED THAT the rights and remedies obligations of the Administrative Agent Issuer and/or the Original Guarantor under this subclause shall, as regards each payment made to the Trustee or any Secured Party hereunderNoteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other persons entitled through the Issuer. (d) Each 7.4 The Original Guarantor hereby agrees that if its obligations under this clause shall be unconditional and that the maturity Original Guarantor shall be fully liable irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to the Issuer in relation to, its obligations under these presents, whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, whether or not any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose other provisions of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall these presents have been satisfied modified, whether or not any time, indulgence, waiver, authorisation or consent has been granted to the Issuer by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term or on behalf of the Credit AgreementNoteholders or the Couponholders or the Trustee, no Obligations may be outstanding. (e) No payment whether or not any determination has been made by the BorrowerTrustee pursuant to subclause 19.1, whether or not there have been any dealings or transactions between the Issuer, any of the GuarantorsNoteholders or Couponholders or the Trustee, whether or not the Issuer has been dissolved, liquidated, merged, consolidated, bankrupted or has changed its status, functions, control or ownership, whether or not the Issuer has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any other guarantor circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a Guarantor. Accordingly the validity of this guarantee shall not be affected by reason of any other Person invalidity, irregularity, illegality or received unenforceability of all or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment obligations of the Obligations Issuer under these presents and this guarantee shall not be deemed to modify, reduce, release or otherwise affect discharged nor shall the liability of the Original Guarantor under these presents be affected by any Guarantor hereunder which shallact, notwithstanding any such payment (other than any payment made by such Guarantor in respect of thing or omission or means whatever whereby its liability would not have been discharged if it had been the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.principal debtor.‌

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Obligations conditions set forth in Section 8.15 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminatedsatisfied, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid conditions set forth in full, no Letter of Credit Section 8.15 shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedhave been satisfied.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for Agent and the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment , and not collection and the liability of each Guarantor is primary further agrees to pay any and not secondary. all expenses (bincluding, without limitation, all reasonable fees and disbursements of counsel) Anything which may be paid or incurred by the Administrative Agent or any Lender in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee; provided, however, that, anything herein or in any other Loan Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Credit Documents shall in no event exceed such Guarantor's Maximum Guaranteed Amount. This Guarantee constitutes a guarantee of payment when due and not of collection, and each of the amount which can Guarantors specifically agrees that it shall not be guaranteed by necessary or required that the Administrative Agent or any Lender exercise any right, assert any claim or demand or enforce any remedy whatsoever against the Company (or any other Person) before or as a condition to the obligations of such Guarantor under applicable federal and state laws relating to the insolvency of debtorshereunder. (cb) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability Maximum Guaranteed Amount of such Guarantor hereunder or of all of the Guarantors without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party and the Lenders hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (ec) No payment or payments made by the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the BorrowerCompany, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (or payments other than any payment payments made by such Guarantor in respect of the Obligations or any payment payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder its Maximum Guaranteed Amount until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby full and the Credit Agreement and the Aggregate Commitments are terminated. (d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each 8.1 The transferors guarantee to the transferee that each of the Guarantors hereby, jointly representations set forth in attachment III is now true and severally, unconditionally accurate and irrevocably, guarantees will always remain so when restated at the delivery and at all times from the date of signing this Agreement to the Administrative Agentdelivery. 8.2 The transferors acknowledges that the transferee has entered into this Agreement in reliance on the guarantee. 8.3 The transferee shall have the right to accuse any guarantee after the delivery that is untrue or misleading or breached, for even if it has discovered or may find such guarantee untrue or misleading or breached on or before the ratable benefit delivery, and the delivery shall not in any way constitute a waiver of any rights of the Secured Parties and each transferee. 8.4 The transferors promise to notify the transferee immediately in writing if noticing any matter or circumstance of their respective successorsbreach or non-compliance with any guarantee or other statement prior to the delivery. 8.5 The transferors hereby agree to relinquish the rights it may have as a result of any misrepresentation, endorseesinaccuracy or omission in the information or advice provided or given by the senior officers, transferees and assignsemployees or consultants of the Cayman company, the prompt and complete payment and performance by target company, the Borrower and target company's affiliated companies in connection with the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondaryguarantee. (b) Anything herein 8.6 The transferee or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations its employees or agents may at any time (through its investigation or otherwise) inform (actual knows, be implied or knows after presumption) of any information (other than the information contained in this Agreement) relating to the target company and from time to time exceed the its affiliated companies, and the claims of the transferee shall not be hindered, nor shall the amount of the liability claim be reduced; and the relevant information causing the claim that the transferee knows, should know or knows by presumption should not be a defense against the claim against the transferor. 8.7 At the time of such Guarantor hereunder without impairing making the guarantee, if it is untrue and accurate, the transferors shall: 8.7.1 Pay an amount of fee to the Cayman company or the target company that equals to the amount required for Cayman company or the target company to restore its original position if that guarantee contained in this Article II or affecting is true and accurate; and 8.7.2 Compensate the rights and remedies transferee for any other direct losses suffered from the breach of the Administrative Agent or any Secured Party hereunderabove guarantee. 8.8 The transferors promise to compensate the transferee and the target company for all claims, liabilities, losses, costs and expenses (dhereinafter referred to as "losses") Each Guarantor agrees that if may be suffered by or against the maturity of transferee and the target company due to the following reasons: 8.8.1 Settle any claim that related to any untrue, misleading or breached part of the Obligations guarantee; 8.8.2 Any legal proceedings brought by the transferee related to any guarantee that is accelerated by bankruptcy untrue or otherwisemisleading or breached, and the judgment is in the favor of the transferee; and 8.8.3 Enforce any such maturity settlement or judgment relating to this Agreement or its subject matter. 8.9 Prior to and after the delivery, the transferors shall also be deemed accelerated for provide to the purpose transferee and its authorized representatives all information and documents related to the Cayman company, the target company, the company's affiliated companies and the transferor as the transferee may reasonably require in writing, so as to make it accurately and properly comply with the guarantee. 8.10 If the facts and situation causing the breach of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall contract have been satisfied by payment accurately, completely and fairly disclosed in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby the disclosure form and the Credit Agreement and written documents provided by the Aggregate Commitments shall be terminated, notwithstanding that from time transferors to time during the term transferee before the date of the Credit signing this Agreement, no Obligations may the transferors shall not be outstanding. (e) No payment made by the Borrower, liable for any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party claim arising from the Borrowerbreach of guarantee. For the avoidance of ambiguity, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations transferors' liabilities above shall not be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor limited in respect of the Obligations consequences of additional facts and circumstances disclosed after the signing of this Agreement. 8.11 The transferors shall not make any claim against the Cayman company, the target company, the target company's affiliated companies, the directors and employees of the target company or the target company's affiliated companies related to the sale of the transferred equity to the transferee if such claim is based on the transferors' reliance on the above directors or employees to achieve the terms of this Agreement or any payment received statement in the approved disclosure form, except for claims arising from fraud or collected from such Guarantor in respect dishonesty of directors or employees of the Obligations)Cayman company, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby target company and the Credit Agreement and the Aggregate Commitments are terminatedtarget company's affiliated companies.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.02). (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Borrower Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Borrower Obligations shall have been irrevocably and indefeasibly satisfied by payment in fullfull in cash, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments shall be are terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Borrower Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsGrantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are irrevocably and indefeasibly paid in fullfull in cash, no Letter of Credit shall be outstanding, outstanding and all Permitted Hedging Agreements secured hereby and of the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the theeach Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee theits Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of payment and not collection and the liability of each Guarantor is primary and not secondarysuch Guarantor). (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents with respect to the Guarantor Obligations of such Guarantor shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 2.2). (c) Each Guarantor agrees that the Obligations Borrower Obligations, whether in respect of the Borrowers collectively or any individual Borrower, may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations shall have been satisfied by Payment In Full and the obligations of each Guarantor under the guarantee contained in this Section 2 (other than contingent indemnification obligations that have not yet been asserted) shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit AgreementAgreement the Borrowers, no Obligations or any individual Borrower, may be outstandingfree from any Borrower Obligations. (e) No payment made by the theany Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Borrowers or the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations (other than Payment in Full of the Borrower Obligations) shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until Payment in Full of the Obligations are paid in fullBorrower Obligations, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, Buyer the prompt and complete payment and performance of the Obligations by the Borrower Seller and the Guarantors Parent when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary). (b) Anything herein Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) that may be paid or incurred by Buyer in connection with (i) enforcing any other Loan Document of its rights hereunder, (ii) obtaining advice of counsel with respect to the contrary notwithstandingenforcement, the maximum liability potential enforcement or analysis of each Guarantor hereunder its rights hereunder, and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating (iii) collecting any amounts owed to the insolvency of debtors. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party it hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect and be fully enforceable against Guarantor in all respects until all the Obligations shall have been satisfied by payment are paid in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding including any time that from time to time during the term of the Credit Agreement, no Obligations Seller and/or Parent may be outstandingfree from any Obligations. (ec) No payment or payments made by the BorrowerSeller, any of the Guarantors, any other guarantor Parent or any other Person or received or collected by the Administrative Agent or any other Secured Party Buyer from the BorrowerSeller, any of the Guarantors, any other guarantor Parent or any other Person by virtue of any action or proceeding or any set-off or appropriation or application application, at any time or from time to time time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which hereunder, and Guarantor shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations)payments, remain liable for the full amount of the Obligations up to the maximum liability of such Guarantor hereunder under this Guarantee until the Obligations are paid in full. (d) Guarantor agrees that whenever, no Letter at any time, or from time to time, Guarantor shall make any payment to Buyer on account of Credit shall be outstandingany liability hereunder, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedGuarantor will notify Buyer in writing that such payment is made under this Guarantee for such purpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsdebtors (after giving effect to the right of contribution established in Section 3). (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Guarantee or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II This Guarantee shall remain in full force and effect until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Company may be outstandingfree from any Obligations. (e) No payment made by the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Company, any other Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each The Guarantor irrevocably and unconditionally jointly and severally guarantees, as principal obligor as for its own debt (Sw. proprieborgen), to each Secured Party and their successors and assigns the full and punctual payment and performance within applicable grace periods of all Guaranteed Obligations, including the payment of principal and premium, if any, and interest under the Senior Finance Documents when due, whether at maturity, by acceleration, by redemption or otherwise, and interest on any such obligation which is overdue, and of all other monetary obligations of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees Company to the Administrative Agent, for the ratable benefit of the Secured Parties and each of their respective successors, endorsees, transferees and assigns, under the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.Senior Finance Documents.. (b) Anything herein or in The Guarantor agrees and undertakes not to grant any other Loan Document to the contrary notwithstandingguarantee towards any other party, the maximum liability of each Guarantor hereunder and other than as permitted under the Senior Finance Documents, than the Secured Parties in order to guarantee any other Loan Documents shall obligations than the Guaranteed Obligations, until all of the Guaranteed Obligations have been irrevocably paid and discharged in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsfull. (c) Each The Guarantor agrees that the Obligations may at to indemnify each Secured Party against any time and from time to time exceed the amount loss incurred by such Secured Party arising out of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II non-payment, invalidity or affecting the rights and remedies unenforceability of the Administrative Agent or any Secured Party hereunderGuaranteed Obligations, in each case, all in accordance with the terms of the Senior Finance Documents. (d) Each The Guarantor further agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Guaranteed Obligations may be outstandingextended, renewed or refinanced in whole or in part, without notice or further assent from the Guarantor and that the Guarantor will remain bound under this Agreement notwithstanding any extension, renewal or refinancing of any Guaranteed Obligation. (e) No The obligations of the Guarantor hereunder shall not be affected by: (i) the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against the Guarantor or any other person under the Senior Finance Documents or any other agreement or otherwise; (ii) any extension, renewal or refinancing of the debt under any of the Senior Finance Documents; (iii) any rescission, waiver, amendment or modification of any of, the terms or provisions of the Senior Finance Documents or any other agreement; (iv) any repayment of any amount owed by the Guarantor under the Senior Finance Documents; (v) the release of any Security held by any Secured Party for the Guaranteed Obligations or any of them; (vi) the failure of any Secured Party to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vii) any change in the ownership of the Guarantor. (f) Until all of the Guaranteed Obligations have been irrevocably paid and discharged in full, the Security Agent may: (i) refrain from applying or enforcing any other security, monies or rights held or received by them in respect of such amounts or apply and enforce the same in such manner and order as they see fit (whether against such amounts or otherwise), however always in accordance with the terms of the Senior Finance Documents, and the Guarantor shall not be entitled to the benefit of the same; and (ii) place in an interest-bearing suspense account any monies received from the Guarantor or on account of the Guarantor's liability hereunder. (g) Except as expressly set forth in Clause 7 (Release of Guarantor), the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defence of set- off, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations, any Guarantee or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Secured Party to assert any claim or demand or to enforce any remedy under the Senior Finance Documents or any other agreement. (h) The Guarantor further agrees that its Guarantee herein is a continuing guarantee and shall extend to the ultimate balance of the Guaranteed Obligations and shall continue to be effective or be reinstated in full force and effect, as the case may be, if at any time any payment, or any part thereof, by the Guarantor to any Secured Party of any Guaranteed Obligation, whether for principal or interest or otherwise, is rescinded or must otherwise be restored or returned, upon the bankruptcy, insolvency or reorganisation of the Guarantor or otherwise, by any Secured Party to the Guarantor or any custodian, trustee, administrator, liquidator or other similar official acting in relation to the Guarantor or its property. (i) The Guarantor agrees that it shall not be entitled to any right of subrogation or contribution in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. (j) A certificate of the Security Agent as to any amount owing from the Guarantor under the Senior Finance Documents shall be conclusive evidence (other in the case of obvious calculation errors) of such amount as against the Guarantor. (k) Payments to be made by the Borrower, any of Guarantor hereunder shall be made in immediately available funds in the Guarantors, any other guarantor or any other Person or received or collected same currency in which the corresponding obligations are payable by the Administrative Guarantor to such account as the Security Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminatedmay specify.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, Grantors hereby unconditionally and irrevocably, guarantees to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties Creditors, and to each of their respective successors, endorsees, transferees and assigns, the Secured Creditors the prompt and complete payment and performance by the Borrower and the Guarantors when due and payable (whether at the stated maturity, by acceleration or otherwise) of all Obligations of the Borrower and each Grantor; provided however that no Grantor shall guarantee its own Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein If any or in all of the Obligations are not duly performed by the Borrower and the Grantors and are not performed by the Grantors under Section 2.01 for any other Loan Document to reason whatsoever, each Grantor will, as a separate and distinct obligation, indemnify and save harmless the contrary notwithstanding, the maximum liability of each Guarantor hereunder Collateral Agent and under the other Loan Documents shall in no event exceed Secured Creditors from and against all losses resulting from the amount which can be guaranteed by failure of the Borrower and the Grantors to duly perform such Guarantor under applicable federal and state laws relating to the insolvency of debtorsObligations. (c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force and effect until all the Obligations shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the GuarantorsGrantors, any other guarantor grantor or any other Person or received or collected by the Administrative Collateral Agent or any other Secured Party Creditor from the Borrower, any of the GuarantorsGrantors, any other guarantor grantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor Grantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor Grantor in respect of the Obligations or any payment received or collected from such Guarantor Grantor in respect of any of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor guaranteed by it hereunder until (but subject to Section 2.04 in the case of the following clause (i)) the earlier to occur of (i) the first date on which all the Loans and all other Obligations then due and owing, are paid in full, no Letter of Credit shall be outstandingfull in cash, and the Total Commitment and all Permitted Secured Hedging Agreements secured hereby and have been terminated or (ii) the Credit release of such Grantor from this Agreement and in accordance with the Aggregate Commitments are terminatedexpress provisions of Section 7.13(b) hereof.

Guarantee. (a) Each Guarantor hereby fully and unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee the Company’s obligations under such Security, including the due and punctual payment of principal of and interest and premium, if any, on such Security, whether at an interest payment date, the Stated Maturity Date, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the Holder’s option, or otherwise, in accordance with the terms of such Security and this Indenture. In case of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit failure of the Secured Parties Company punctually to pay any such principal, premium or interest, each Guarantor hereby agrees to cause any such payment to be made (without duplication) punctually when and each of their respective successorsas the same shall become due and payable, endorsees, transferees and assignswhether at an interest payment date, the prompt Stated Maturity Date, xxxx xxxxxxxxxx, xxxx xxxxxxxxxx at the Holder’s option, or otherwise, and complete as if such payment and performance were made by the Borrower Company. The Guarantee shall be unsecured and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. This is a guarantee of payment and not collection and the liability unsubordinated indebtedness of each Guarantor and rank equally with other unsecured and unsubordinated indebtedness of each Guarantor that is primary currently outstanding or that it may issue in the future. Notwithstanding the foregoing, in the event that the Company has made a Share Settlement Election and fails to deliver Company Common Shares to the Holders of the Securities, the Guarantors shall not secondarybe responsible for specific performance of the Company’s delivery obligation. For the avoidance of doubt, notwithstanding the preceding sentence, upon any acceleration of the Securities as a result of an Event of Default arising out of the failure by the Company to deliver Company Common Shares in accordance with the provisions of this Indenture, the Guarantors are responsible to the Holders for the payment of the accelerated amount due under the Securities pursuant to the Guarantee. (b) Anything herein Each Guarantor hereby agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or in unenforceability of any Security or this Indenture, any failure to enforce the provisions of any Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other Loan Document circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of each Guarantor, increase the principal amount of such Security or the interest rate thereon or impose or increase any premium payable upon redemption thereof. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the contrary notwithstandingCompany, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that the Guarantee will not be discharged except by payment in full of the principal of, and any premium and interest on, the maximum liability Securities and the complete performance of each Guarantor hereunder and under all other obligations contained in the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtorsSecurities. (c) Each Guarantor agrees that The Guarantee shall continue to be effective or be reinstated, as the Obligations case may be, if at any time and from time payment or delivery on any Security, in whole or in part, is rescinded or must otherwise be repaid or returned to time exceed the amount Company or either Guarantor upon the bankruptcy, liquidation or reorganization of the liability of such Company, either Guarantor hereunder without impairing the guarantee contained in this Article II or affecting the rights and remedies of the Administrative Agent or any Secured Party hereunderotherwise. (d) Each Guarantor agrees that if shall be subrogated to all rights of the maturity Holder of any Security against the Company in respect of any amounts paid to such Holder by such Guarantor pursuant to the provisions of the Obligations is accelerated by bankruptcy Guarantee; provided, however, that each Guarantor shall not be entitled to enforce, or otherwiseto receive any payments arising out of or based upon, such maturity shall also be deemed accelerated for right of subrogation until the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II shall remain in full force principal of, any premium and effect until interest on, and any additional amounts required with respect to, all the Obligations Securities shall have been satisfied by payment paid or delivered in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations may be outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Secured Parties Lenders and each of their respective successors, endorseesindorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower and the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (c) Each Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Article II Section 2 or affecting the rights and remedies of the Administrative Agent or any Secured Party Lender hereunder. (d) Each Guarantor agrees that if the maturity of any of the Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Article II Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and all Permitted Hedging Agreements secured hereby and the Credit Agreement and the Aggregate Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, no Obligations Agreement the Borrower may be outstandingfree from any Borrower Obligations. (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any other Secured Party Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations are paid in full, no Letter of Credit shall be outstanding, and all Permitted Hedging Agreements secured hereby outstanding and the Credit Agreement and the Aggregate Commitments are terminated.