Common use of Guarantee Clause in Contracts

Guarantee. Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender PartiesSecured Parties and each of their respective successors, and their permitted indorseesendorsees, 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 federal and state laws relating to the insolvency of debtors debtors. (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 amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 Article II or affecting the rights and remedies of the Administrative Agent or any other Lender 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 Section 10.01 Article II shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully and all Permitted Hedging Agreements secured to the satisfaction of the Administrative Agent hereby and the Credit Agreement and the Aggregate Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, no Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully outstanding, and all Permitted Hedging Agreements secured to the satisfaction of the Administrative Agent hereby and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Credit Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionAggregate Commitments are terminated.

Guarantee. (a) Each of the Guarantors (other than the Borrowers) hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Control Co-Collateral Agent, for the ratable benefit of the Lender Parties, Credit Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsBorrower Obligations of such Borrower. 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 performance by each other Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations of each such 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative any Co-Collateral Agent or any other Lender Credit Party hereunder. . (d) The guarantee contained in this Section 10.01 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 contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding or each outstanding Letter (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 has been Cash Collateralized, so that it is fully secured and all other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the satisfaction Issuing Lender have been provided in respect of the Administrative Agent such Letters of Credit) and the Commitments shall be irrevocably terminated, notwithstanding that from time to time during the term of the Credit Agreement any Loan Party of the Borrowers may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the Borrowers, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative any Co-Collateral Agent or any Lender other Credit Party from any of the 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 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter (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 has been Cash Collateralized so that it is fully secured and all other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the satisfaction Issuing Lender have been provided in respect of the Administrative Agent such Letters of Credit) and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

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 its benefit and Agent, for the ratable benefit of the Lender Guaranteed Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment payment, and not collection, and performance by the Company and 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. . (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 federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Party Guaranteed Parties hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Guaranteed Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment paid in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminatedfull, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, the Company and/or one or more of the Subsidiary Borrowers may be free from any of the Guaranteed Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Company, any Subsidiary Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by any Guaranteed Party from the Administrative Agent or Company, any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionfull.

Guarantee. Each (a) 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 Agent for its benefit Trustees and their respective successors and assigns, for the benefit of the Lender Secured Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. The Guarantor, as primary obligor and not 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 Trustees in enforcing any rights to, or collecting, any or all of the Secured Obligations and/or enforcing any rights with respect to, or collecting against, the Guarantor under 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 in respect of Trust Agreement or the Obligations 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 debtors Title 11 of the United States Code or any applicable provisions of comparable state law. (after giving c) 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 right of contribution established in Section 10.02). Each 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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Agent Trustees or any other Lender Secured Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations . (other than contingent indemnification and contingent expense reimbursement obligationse) shall have been satisfied by No payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment payments made by any of the GuarantorsBorrower, the Guarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent Trustees or any Lender Secured Party from any of the GuarantorsBorrower, the 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 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Secured Obligation Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. 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 its benefit and Agent, for the ratable benefit of the Lender Parties, and their permitted indorsees, transferees and assignsLenders, the prompt and complete payment and performance by Viacom when due (whether at stated maturity, by acceleration or otherwise) of the Viacom Obligations. Anything herein , and Viacom International further agrees to pay any and all 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 any other Loan Document to the contrary notwithstandingenforcing, the maximum liability or obtaining advice of each Guarantor hereunder and under the other Loan Documents counsel in respect of, any of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor their rights under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder8.2(a). The guarantee contained in this Section 10.01 8.2(a), subject to Section 8.2(e), shall remain in full force and effect until all the Viacom Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment are paid in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably are terminated, notwithstanding that from time to time any Loan Party prior thereto Viacom may be free from any of the Viacom Obligations. Except as provided 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 10.12, no 8.2 for such purpose. No payment or payments made by any of the Guarantors, any other Loan Party Viacom or any other Person or received or collected by the Administrative Agent or any Lender from 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 maximum liability of such Guarantor hereunder until the Viacom Obligations are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision herein, the maximum liability of Viacom International under this Article X (Guarantee) Section 8.2 shall in no event exceed the guarantee and other obligations of any Guarantor organized amount which can be guaranteed by Viacom International under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionlaw.

Guarantee. Each (a) 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 its benefit and Agent, for the benefit of the Lender Secured Parties, the full and their permitted indorseesprompt payment when due, transferees whether upon maturity, acceleration or otherwise, of any and assigns, the prompt and complete payment and performance all of the Obligations. Anything herein If any 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 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 guaranty of payment and not 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 in no event exceed be binding upon it, notwithstanding any revocation of this Guarantee or other instrument evidencing any liability of the Credit Parties, and each 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 can it is a party shall be guaranteed preserved for the benefit of any new Secured Party. (b) 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 incurred by the Administrative Agent or any other Secured Party 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 applicable Federal and state laws relating to the insolvency of debtors this Guarantee. (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Agent or any other Lender Secured Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations . (other than contingent indemnification and contingent expense reimbursement obligationsd) shall have been satisfied by No payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment payments made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender 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 in cashfull, either no Letter of Credit the Commitments are terminated. (e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured make any payment to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules Secured Party on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all Guarantee for such obligations which, if included, do not constitute a violation of the Prohibitionpurpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent for its benefit and for the ratable benefit of the Lender Parties, Secured Parties and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash(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 or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably have been terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Borrower Obligations. . (e) Except as provided in Section 10.128.15, no payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender 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 full in cash(other than contingent or indemnification obligations not then asserted or due), either 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 or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably shall have been terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Trustee, for the benefit of the Lender Secured Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the 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 merely of collection. (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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors debtors. (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Obligations date (other than contingent indemnification and contingent expense reimbursement obligationsthe “Termination Date”) shall have been satisfied by payment on which this Agreement ceases to be of further effect in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction accordance with Article XII of the Administrative Agent and the Commitments shall be irrevocably terminatedBase Indenture, notwithstanding that from time to time any Loan Party prior thereto the Issuer may be free from any of the Issuer Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Issuer, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent Trustee or any Lender other Secured Party from the 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 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionTermination Date.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance of by the Obligations. Anything herein Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration 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 otherwise) of the Obligations shall in no event exceed of the amount which can be guaranteed by such Guarantor under applicable Federal and state laws relating to Foreign Subsidiary Borrowers (the insolvency of debtors “Subsidiary Obligations”). (after giving effect to the right of contribution established in Section 10.02). Each Guarantor b) 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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 . (c) This Guarantee shall remain in full force and effect until all the Subsidiary Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cashimmediately available funds, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of this Guarantee the Foreign Subsidiary Borrowers may be free from any of the Subsidiary Obligations. Except as provided in Section 10.12, no . (d) No payment made by any of the GuarantorsBorrower, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the GuarantorsBorrower, 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 full in cashimmediately available funds, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, (i) absolutely, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the ratable benefit of the Lender Parties, Lenders and their permitted indorseesrespective successors, endorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower 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. The guarantee in this Section 2.1 is a 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 all or any portion of the Borrower Obligations and notwithstanding that all or any portion of the Borrower Obligations may be unenforceable or not 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 purposes of this 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 2.1 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2.1 shall have been satisfied by indefeasible payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any 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 full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each of the Guarantors hereby, jointly and severally, unconditionally and 2.1 The Guarantor hereby irrevocably, unconditionally, and as principal obligor : (a) guarantees to the Administrative Agent for Lender the due and punctual performance by the Borrower of all its benefit and for obligations under the benefit CLA; (b) 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 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 principal obligor; (c) indemnifies the Lender Partieson demand against any loss or liability suffered by the Lender, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. 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 debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and 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 CLA; and (iii) any obligation guaranteed by the Guarantor being or becoming void, voidable, unenforceable, invalid or illegal as against the Borrower for any reason whatsoever, whether or not known to the Lender; and (d) 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 such a guarantee, the Guarantor hereunder without impairing will be liable to indemnify the 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 CLA in accordance with the terms therein. 2.2 This Guarantee is a continuing guarantee contained in this Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall Guaranteed Liabilities have been fully and irrevocably paid, discharged, satisfied by payment in full and/or performed in cashaccordance with the CLA, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionpart.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for Lender and its benefit and for the benefit of the Lender Partiessuccessors, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Anything herein . (b) 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 any other Loan Document to the contrary notwithstandingenforcing, the maximum liability or obtaining advice of each Guarantor hereunder and under the other Loan Documents counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations shall in no event exceed and/or enforcing any rights with respect to, or collecting against, the amount which can be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02)this Article. 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 This Article shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of the Guarantor under the guarantee contained in this Article shall have been satisfied by payment in full in cash, no Letter of Credit and the Commitment shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party prior thereto the Borrower may be free from any of the Obligations. Except as provided in Section 10.12, no . (c) No payment or payments made by any of the GuarantorsCredit Party, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor collateral security or Credit Party 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 in cashand the Commitment is terminated. (d) The Guarantor agrees that whenever, either no Letter of Credit at any time or from time to time, it shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured make any payment to the satisfaction Lender on account of its liability hereunder, it will notify the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of Lender in writing that such payment is made under this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by for such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionpurpose.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit Guaranteed Creditors and for the benefit each of the Lender Partiestheir respective successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.02). . (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 Section 10.01 ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the Administrative Agent maturity of the Borrower Obligations is accelerated by bankruptcy or any other Lender Party hereunderotherwise, 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 Section 10.01 ARTICLE II shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction and all of the Administrative Agent and the Commitments shall be irrevocably are terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, no Borrower Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by any of the GuarantorsObligor, any other Loan Party guarantor or any other Person or received or collected by any Guaranteed Creditor from the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter and all of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers and each other Loan Party when due (whether at the stated maturity, by acceleration or otherwise) of the 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 in respect of the Obligations 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 debtors (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 Section 10.01 Article X or affecting the rights and remedies of the Administrative Agent or any other Lender Party Secured Parties hereunder. . (d) The guarantee contained in this Section 10.01 Article X shall remain in full force and effect until all the Obligations (other than any contingent indemnification and contingent expense reimbursement obligationsobligations not then due) shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding or each outstanding Letter (except to the extent that the Letters of Credit has have been Cash CollateralizedCollateralized or otherwise supported, so that it is fully secured in each case, on terms satisfactory to the satisfaction of the Administrative Agent Agent), and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrowers may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrowers, any of the Guarantors, any other Loan Party Guarantor or any other Person or received or collected by any Secured Party from the Administrative Agent or any Lender from Borrowers, 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands except to the extent that the same would constitute unlawful financial assistance within Letters of Credit have been Cash Collateralized or otherwise supported, in each case, on terms satisfactory to the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) Administrative Agent), and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionCommitments are terminated.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Collateral Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Company Obligations. . (b) Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the 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. (c) 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (d) 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 Section 10.01 ARTICLE 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Lender Secured Party hereunder. . (e) The guarantee contained in this Section 10.01 ARTICLE 2 shall remain in full force and effect until all the Guarantor Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no Fully Satisfied. (f) No payment made by the Company, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender Secured Party from the Company, 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionfull.

Guarantee. Each (a) 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 its benefit Guaranteed Creditors and for the benefit each of the Lender Partiestheir respective successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.02). . (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 Section 10.01 Article II or affecting the rights and remedies of any Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the Administrative Agent maturity of the Obligations is accelerated by bankruptcy or any other Lender Party hereunderotherwise, 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 Section 10.01 Article II shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the GuarantorsObligor, any other Loan Party guarantor or any other Person or received or collected by any Guaranteed Creditor from the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit Guaranteed Creditors and for the benefit each of the Lender Partiestheir respective permitted successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.02). . (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 Section 10.01 ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the Administrative Agent maturity of the Borrower Obligations is accelerated by bankruptcy or any other Lender Party hereunderotherwise, 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 Section 10.01 ARTICLE II shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter (except for Letters of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction by cash collateral as permitted in Section 2.07(a)(iii) of the Administrative Agent Credit Agreement) and all of the Aggregate Commitments shall be irrevocably are terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, no Borrower Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by any of the GuarantorsGuarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender Guaranteed Creditor from 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 full in cash, either no Letter of Credit shall be is outstanding or each outstanding Letter (except for Letters of Credit has been Cash Collateralized so that it is fully secured to the satisfaction by cash collateral as permitted in Section 2.07(a)(iii) of the Administrative Agent Credit Agreement) and all of the Aggregate Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

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 its benefit and Agent, for the ratable benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the 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. ”). (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 federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.028.02). . (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 Section 10.01 Article VIII or affecting the rights and remedies of the Managing Administrative Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 Article VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Article VIII shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of this Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the GuarantorsBorrower, a Guarantor, any other Loan Party guarantor or any other Person or received or collected by the Managing Administrative Agent or any Lender from any of the GuarantorsBorrower, a 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

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 Agent for its benefit and Shared Collateral Agent, for the benefit of the Lender Parties, Shared Collateral Secured Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the its respective Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Shared Collateral Agent or any other Lender Shared Collateral Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the any Incremental Revolving Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of each Credit Agreement the applicable Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the Borrowers, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Shared Collateral Agent or any Lender Shared Collateral Secured Party from any of the 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 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 in cash, either no Letter of Credit and any Incremental Revolving Commitments shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Collateral Agent, for the ratable benefit of the Lender PartiesSecured Parties and each of their respective successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the 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 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 in respect of the Obligations Secured Agreements shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.02). . (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 Section 10.01 Article II or affecting the rights and remedies of the Administrative Collateral Agent or any other Lender 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 Section 10.01 Article II shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment Payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminatedFull, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement no Primary Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by the Borrower, any other Loan Party with Primary Obligations, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionFull.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Trustee, for the benefit of the Lender Secured Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the 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 merely of collection. (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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors debtors. (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Obligations date (other than contingent indemnification and contingent expense reimbursement obligationsthe “Termination Date”) shall have been satisfied by payment on which this Agreement ceases to be of further effect in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction accordance with Article XII of the Administrative Agent and the Commitments shall be irrevocably terminatedBase Indenture, notwithstanding that from time to time any Loan Party prior thereto the Master Issuer may be free from any of the Master Issuer Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Master Issuer, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent Trustee or any Lender other Secured Party from the Master 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender PartiesSecured Parties and each of their respective successors, and their permitted indorseesendorsees, 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors debtors. (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 Article II or affecting the rights and remedies of the Administrative Agent or any other Lender 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 Section 10.01 Article II shall remain in full force and effect until all the Obligations Payment in Full. (other than contingent indemnification and contingent expense reimbursement obligationse) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionFull.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Collateral Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to fraudulent conveyances, transfers or the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Lender Secured Party hereunder. The . (d) Subject to Section 8.15 hereof, the guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by full and final payment in full in cash, no Letter of Credit cash and the Initial Term Loan Commitment and Subsequent Term Loan Commitment shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments Initial Term Loan Commitment and Subsequent Term Loan Commitment are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, Secured Parties the prompt and complete payment and performance of the 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 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 in cashfull, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminatedAgent, notwithstanding that from time to time during the term of the Credit Agreement any Loan Party may be free from any of the Obligations. . (e) Except as provided in Section 10.124.14, no payment made by any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender Secured Party from 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 in cashfull, the Commitments have been terminated, and either no Letter Letters of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionAgent.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Anything herein , in lawful money of the United States or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents Agreed Currency 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 debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at be payable, and the Guarantor further agrees to pay any time and from time to time exceed the amount all expenses (including, without limitation, all reasonable fees and disbursements of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 counsel) which may be paid or affecting the rights and remedies of incurred by the Administrative Agent or any other Lender Party hereunderin 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, the Guarantor under this Guarantee. The guarantee contained in this Section 10.01 This Guarantee shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment are paid in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Revolving Credit Commitments shall be irrevocably are terminated, notwithstanding that from time to time any Loan Party prior thereto the Borrower may be free from any of the Obligations. Except as provided in Section 10.12, no This Guarantee is a guarantee of payment when due and not of collection. (b) No payment or payments made by any of the GuarantorsBorrower, any other Loan Party the Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the GuarantorsBorrower, any other guarantor the 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 in cashand the Revolving Credit Commitments are terminated. (c) The Guarantor agrees that whenever, either no Letter of Credit at any time, or from time to time, it shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured make any payment to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules Lender on account of its liability hereunder, it will notify the Administrative Agent in writing that such payment is made under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all Guarantee for such obligations which, if included, do not constitute a violation of the Prohibitionpurpose.

Guarantee. (a) Each Guarantor and, by its acceptance hereof, each Holder, hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law or Canadian or United States federal, provincial or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effect the foregoing intention, the Holders and each Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Guarantors obligations of such other Guarantor under its Guarantee or pursuant to Section 12.1(c), result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any such federal, provincial or state law. (b) Each Guarantor hereby, jointly and severally, fully, absolutely, unconditionally and irrevocablyirrevocably guarantees, guarantees to each Holder, and to the Administrative Agent for Trustee in its benefit individual capacity and for the benefit on behalf of the Lender Parties, and their permitted indorsees, transferees and assignseach Holder, the prompt and complete punctual payment and performance when due of the Obligations. Anything herein or in any other Loan Document all present and future Indenture Obligations which, for purposes of its Guarantee, shall also be deemed to include (to the contrary notwithstandingextent not otherwise included) all commissions, fees, charges, costs, liabilities and other expenses (including reasonable legal fees and disbursements of counsel) arising out of or incurred by the maximum liability Trustee or the Holders in connection with the enforcement of any Guarantee, and agrees to indemnify and hold harmless each Guarantor hereunder Holder and under the other Loan Documents Trustee from all losses, damages, costs, expenses and liabilities suffered or incurred by the Holders and the Trustee resulting or arising from or relating to any failure by the Issuer to unconditionally and irrevocably pay in respect of full or fully perform the Indenture Obligations shall in no event exceed as and when due; provided that the amount which can be guaranteed by of such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and from time to time indemnification shall not exceed the amount of such Indenture Obligations. Without limiting the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights and remedies generality of the Administrative Agent foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Issuer to such Holder or any other Lender Party hereunderthe Trustee under the Notes or this Indenture but for the fact that they are unenforceable, reduced, limited, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Issuer. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit Each Guarantee shall be outstanding a guarantee of payment and not of collection. (c) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, among themselves and not for the purpose of limiting the full, absolute, unconditional and irrevocable nature of their guarantee, that in the event any payment or each outstanding Letter of Credit has been Cash Collateralized, so that it distribution is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any Guarantor (a “Funding Guarantor”) under its Guarantee, such Funding Guarantor shall be entitled to a contribution from each other Guarantor (if any) in a pro rata amount based on the portion of the GuarantorsConsolidated Tangible Assets that is attributable to each Guarantor (including the Funding Guarantor) for all payments, any other Loan Party or any other Person or received or collected damages and expenses incurred by the Administrative Agent or any Lender from 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 Funding 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 discharging its obligations pursuant to the maximum liability of such Guarantor hereunder until the Obligations are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (its Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each of the Guarantors hereby, jointly and severally, The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. 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 debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and Holders from time to time exceed the amount of the liability Securities (a) the full and prompt payment of the principal of and any premium on any Security when and as the same shall become due, whether at the stated maturity thereof, by acceleration, redemption or otherwise and (b) 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 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 Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights shall be absolute and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 unconditional and shall remain in full force and effect until all the Obligations (other than contingent indemnification entire principal of and contingent expense reimbursement obligations) 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 full in cashshall not be affected, no Letter of Credit shall be outstanding modified or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to impaired upon the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that happening from time to time of any Loan Party may be free from event, including without limitation any of the Obligations. Except as provided following, 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 Section 10.12this 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, no payment made by covenants or agreements under or arising out of this Indenture; (e) the modification 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 Loan Party 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 Lender from 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 shall be deemed to modifySecurities; (h) the voluntary or involuntary liquidation, reducedissolution, release sale or otherwise affect other disposition of all or substantially all the liability 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 Guarantor hereunder which shallof them, notwithstanding or any allegation or contest of the validity of the Guarantee in any such payment proceeding; (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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guaranteei) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands 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 available hereunder to 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 same would constitute unlawful financial assistance within the meaning of Article 2:98c Holders of the Dutch Civil Code Securities shall have no duty to advise the Guarantor of information known to any of them regarding such condition or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitioncircumstances.

Guarantee. Each To induce the Guaranteed Party to enter into the LNG Terminal Use Agreement dated as of September 2, 2004 (the Guarantors hereby“Agreement”) with TOTAL LNG USA, jointly and severallyINC. (the “Company”), the Guarantor absolutely, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for Guaranteed Party and its benefit successors and for permitted assigns the benefit 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, including payment obligations in respect of any breach of the Lender Parties, and their permitted indorsees, transferees and assignsAgreement by the Company after the Commercial Start Date (collectively, the prompt and complete payment and performance of the “Obligations. Anything herein or in any other Loan Document to the contrary notwithstanding”); provided, however, the maximum Guarantor’s total liability of each Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed be a cumulative maximum amount of Two Billion Five Hundred Million U.S dollars ($2,500,000,000) (the amount which can be guaranteed “Maximum Guaranteed Amount”). All amounts paid by such Guarantor under applicable Federal and state laws relating or on behalf of the Company pursuant to the insolvency of debtors (after giving effect to the right of contribution established Agreement in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 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 modifythe contrary, reduce, release or otherwise affect the following are excluded from the definition of Obligations and the Guarantor shall have no liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor 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 Obligations 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 of such Guarantor hereunder until the Obligations are paid in full in cashGuaranteed Party’s or any third party’s employees, either no Letter of Credit shall be outstanding agents or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized contractors under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordinglyjurisdiction. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized doubt, in no event shall Guarantor have any obligation under the laws of Guarantee unless and until the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionCommercial Start Date occurs.

Guarantee. (i) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Lender, for the ratable benefit of the Lender PartiesSecured Parties and each of their respective successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Credit Parties when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPrimary Obligations now or hereafter existing, whether for principal, interest (including interest accruing at any post-default rate and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Group Member, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, commissions, expense reimbursements, indemnifications or otherwise. This is a guarantee of payment and performance when due and not of collection, and the liability of each Guarantor is primary and not secondary. (ii) Anything herein or in any other Loan Note Document to the contrary notwithstanding, the maximum liability of each Guarantor (other than the Company) hereunder and under the other Loan Note Documents in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.0213(b). . (iii) 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 Section 10.01 13 or affecting the rights and remedies of the Administrative Agent Lender or any other Lender Secured Party hereunder. (iv) 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 Section 10.01 13 shall remain in full force and effect until all the Obligations Payment in Full. (other than contingent indemnification and contingent expense reimbursement obligationsv) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no No payment made by the Company, any other Credit Party with Primary Obligations, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent Lender or any Lender other Secured Party from the Company, any other Credit Party with Primary Obligations, 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 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionFull.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Collateral Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower or the Subsidiaries of the Borrower, as applicable, when due (whether at the stated maturity, by acceleration or otherwise) of the Guaranteed Obligations. . (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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) 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 in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreements the Borrower may be free from any of the Borrower Obligations or External Sharing Debt Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

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 its benefit and Agent, for the ratable benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the 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. "). (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 federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.028.02). . (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 Section 10.01 Article VIII or affecting the rights and remedies of the Managing Administrative Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 Article VIII shall remain in full force and effect until until, subject to reinstatement pursuant to Section 8.05, all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Article VIII shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of this Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the GuarantorsBorrower, a Guarantor, any other Loan Party guarantor or any other Person or received or collected by the Managing Administrative Agent or any Lender from any of the GuarantorsBorrower, a 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each of the Guarantors hereby, Guarantor jointly and severally, absolutely, unconditionally and irrevocably: (a) guarantees the full and punctual payment when due, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Partieswhether at stated maturity, and their permitted indorseesby required prepayment, transferees and assignsdeclaration, the prompt and complete payment acceleration, demand or otherwise, and performance of all Obligations of Recro, the Obligations. Anything herein or in Borrower and their respective Subsidiaries party to any other Loan Document to (each, an “Obligor”) now or hereafter existing, whether for principal, interest (including interest accruing at 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 then applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except default rate as provided in Section 10.12, no payment made by any 3.4 of the GuarantorsCredit Agreement, whether or not a claim for post-filing or post-petition interest is allowed under applicable law following the institution of a proceeding under bankruptcy, insolvency or similar laws), fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. §362(a), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)); and (b) indemnifies and holds harmless the Lender for any other Loan Party and all costs and expenses (including the reasonable fees and out-of-pocket expenses of counsel to the Lender) incurred by the Lender in enforcing any rights under this Guarantee, except to the extent such amounts arise or are incurred as a consequence of the Lender’s own gross negligence or willful misconduct; provided, that each Guarantor shall only be liable under this Guarantee 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 Guarantee constitutes a guarantee of payment when due and not of collection, and each Guarantor specifically agrees that it shall not be necessary or required that the Lender exercise any right, assert any claim or demand or enforce any remedy whatsoever against such Guarantor or any other Person before or received or collected by the Administrative Agent or any Lender from 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 as a condition to the maximum liability obligations of such Guarantor hereunder until the Obligations are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionbecoming due hereunder.

Guarantee. (a) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. As used in this Guarantee, the term “Lenders” includes affiliates of Lenders 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 . (d) This Guarantee shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full in cashimmediately available funds, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrowers may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the GuarantorsBorrower, any Guarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the GuarantorsBorrower, any 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 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 in cashimmediately available funds, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each of the Guarantors hereby, jointly 9.1 Offeror irrevocably and severally, unconditionally and irrevocably, guarantees to ▇▇▇▇▇ ▇▇▇▇ the Administrative Agent for due and punctual performance and observance by Bidco of all its benefit and for obligations under this Agreement (the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. Anything herein or in any other Loan Document Guarantee). 9.2 The Guarantee is 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 be a continuing security which can be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) obligations of Bidco under this Agreement have been fulfilled or shall have been satisfied by payment expired in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to accordance with the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions terms of this Agreement and the Guarantee is to be, in addition, and without prejudice to, and shall not merge with, any other Loan Documents shall be construed accordingly. For right, remedy, guarantee or security which ▇▇▇▇▇ ▇▇▇▇ may now or hereafter hold in respect of all or any of the avoidance obligations of doubt it is expressly acknowledged that the relevant Guarantors organized Bidco under this Agreement. 9.3 The liability of Offeror under the laws Guarantee shall not be affected, impaired or discharged by reason of any 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; (c) any time or indulgence or waiver given to, or composition made with, Bidco or any other person; 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 ▇▇▇▇▇ ▇▇▇▇ shall not be obliged to make any demand on Bidco or any other person before enforcing its rights against Offeror under the Guarantee. 9.5 If at any time any one or more of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation provisions of the ProhibitionGuarantee is or becomes invalid, illegal or unenforceable in any respect under any Law, the validity, legality or enforceability of the remaining provisions hereof shall not be in any way affected if impaired thereby.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, severally unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and Trustee, for the benefit of the Lender Secured Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the 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 merely of collection. (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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors debtors. (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent Trustee or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment date on which this Agreement ceases to be of further effect in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction accordance with Article XII of the Administrative Agent and Base Indenture (the Commitments shall be irrevocably terminated“Termination Date”), notwithstanding that from time to time any Loan Party prior thereto the Issuer may be free from any of the Issuer Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Issuer, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent Trustee or any Lender other Secured Party from the 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 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionTermination Date.

Guarantee. Each of For value received, the Guarantors hereby, jointly and severallyGuarantor hereby fully, unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent 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) are not resident in The Hellenic Republic for purposes of its benefit tax and that do not have a Greek Tax Registration Number (AFM) and (b) hat are not resident in The Netherlands for the benefit purposes of the Lender Partiesits tax, and their permitted indorsees(c) if applicable, transferees that are not resident for tax purposes and assigns, are not registered with the prompt and complete payment and performance of the Obligations. Anything herein or tax authorities in any other Loan Document 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 contrary notwithstandingeffect 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 European Council of Economic and Finance Ministers ("ECOFIN") meeting on June 3, 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 (8) above. If applicable to the relevant series of Securities, the maximum liability foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of each any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the 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 under not merely surety, and shall be absolute, full unconditional and irrevocable, and without limiting the other Loan Documents in respect generality of the Obligations foregoing, shall in no event exceed be unaffected by, any invalidity, irregularity or unenforceability of any Security or this Indenture, any failure to enforce the amount which can be guaranteed by such Guarantor under applicable Federal and state laws relating provisions of any Security or this Indenture, or any waiver, modification or indulgence granted to the insolvency Company with respect thereto, by the Holder of debtors (after giving effect to any Security of any series or the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent Trustee or any other Lender Party hereundercircumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of any Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof. The guarantee contained Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in this Section 10.01 shall remain in full force 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 effect until all demands whatsoever, and covenants that the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied Guarantee will not be discharged except by payment in full in cashof the principal of, no Letter interest on, and premium, if any, of Credit such Security. This guarantee shall constitute a guarantee of payment and not of collection. The Guarantor shall be outstanding or each outstanding Letter subrogated to all rights of Credit has been Cash Collateralized, so that it is fully secured the Holder of such Security and the Trustee against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the satisfaction provisions of the Administrative Agent Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, interest on, and the Commitments shall be irrevocably terminatedpremium, notwithstanding that from time to time any Loan Party may be free from any if any, of all Securities of the Obligationssame series issued under such Indenture shall have been paid in full. Except as provided in Section 10.12, No reference herein to such Indenture and no payment made by any provision of the Guarantors, any other Loan Party Guarantee or any other Person of such Indenture shall alter or received or collected by impair the Administrative Agent or any Lender from any guarantee of the GuarantorsGuarantor, any other guarantor or any other Person by virtue which is absolute and unconditional, 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 the 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 to the maximum liability of such Guarantor hereunder until the Obligations Guarantee which are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed defined in this Article X (Guarantee) Indenture shall be deemed not have the meanings assigned to be assumed by such Guarantor organized under them in the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordinglyIndenture. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.ARTICLE FOURTEEN

Guarantee. Each 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 Guarantors herebyIssuer or any other Guarantor or any Subsidiary of the Issuer or any Guarantor, jointly and severally, unconditionally and irrevocably, guarantees guarantee to the Administrative Agent for its benefit Trustee: (a) the due and for punctual payment in accordance with the benefit provisions of these presents of the Lender Partiesprincipal of and interest on all Notes and of any other amounts payable by the 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, and their permitted indorsees, transferees and assignsinterest or other amount, the prompt Original Guarantor shall on a joint and complete payment and performance of the Obligations. Anything herein or in any several basis with each other Loan Document to the contrary notwithstanding, the maximum liability of each company which becomes an Additional 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 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 Noteholder or Couponholder which is avoided or set aside, be contingent upon such payment being reimbursed to the Issuer or other Lender Party hereunder. persons entitled through the Issuer. 7.4 The guarantee contained in Original Guarantor hereby agrees that its obligations under this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit clause shall be outstanding unconditional and that the Original Guarantor shall be fully liable irrespective of the validity, regularity, legality or each outstanding Letter enforceability against the Issuer of, or of Credit 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 Cash Collateralizedtaken to enforce the same or any judgment obtained against the Issuer, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from whether or not any of the Obligations. Except as provided in Section 10.12other provisions of these presents have been modified, no payment 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 Loan Party 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 Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionprincipal debtor.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted respective successors, indorsees, permitted transferees and permitted assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Obligations of each Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification indemnity obligations not yet due and contingent expense reimbursement obligationspayable) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any the Loan Party Parties may be free from any of the Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the Borrowers, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Secured Party from any of the 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 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 full in cash, either no Letter of Credit shall be outstanding and the Commitments are terminated. (f) Any of the Indebtedness of any Loan Party now or each outstanding Letter hereafter owing to any Borrower or any Guarantor is hereby subordinated and junior in right of Credit has been Cash Collateralized so that it is fully secured payment to the satisfaction 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 and on account of the Commitments are irrevocably terminated. Notwithstanding Secured Obligations of such Borrower or Guarantor, but without affecting or impairing in any other provision of this Article X (Guarantee) manner the guarantee and other obligations liability of any Borrower or any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionDocuments.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender PartiesSecured Parties and each of their respective successors, and their permitted indorseesendorsees, 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 federal and state laws relating to the insolvency of debtors debtors. (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 amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 Article II or affecting the rights and remedies of the Administrative Agent or any other Lender 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 Section 10.01 Article II shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably Term Loan Agreement has terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably Term Loan Agreement has terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Collateral Agent for its benefit and for the ratable benefit of the Lender PartiesAdministrative Agent, the Collateral Agent, the other Secured Parties and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent, the Collateral Agent or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash(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 or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably have been terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Borrower Obligations. Except , provided that any Guarantor shall be released from its guarantee contained in this Section 2 as provided in Section 10.12, no 8.15. (e) No payment (other than payment in full) made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent, the Collateral Agent or any Lender 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 full in cash(other than contingent or indemnification obligations not then due), either 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 or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably shall have been terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of , provided that that any Guarantor organized under the laws of the Netherlands expressed to shall be assumed released from its guarantee contained in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionSection 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 its benefit and Agent, for the ratable benefit of the Lender PartiesSecured Parties and each of their respective successors, and their permitted indorsees, 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. Each Guarantor agrees that its guarantee hereunder constitutes a guaranty of payment and performance when due and not of 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors debtors. (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 Article II or affecting the rights and remedies of the Administrative Agent or any other Lender 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 Section 10.01 Article II shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminatedTermination Date, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, no Secured Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionTermination Date.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Anything herein . (b) 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 in respect of the Obligations 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 (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunderin 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, the Guarantor under this Article. The guarantee contained in this Section 10.01 This Article shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of the Guarantor under the guarantee contained in this Article shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminatedfull, notwithstanding that from time to time any Loan Party prior thereto the Borrower may be free from any of the Obligations. Except as provided in Section 10.12, no . (c) No payment or payments made by any of the GuarantorsCredit Party, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor Credit Party 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 in cashfull. (d) The Guarantor agrees that whenever, either no Letter of Credit at any time or from time to time, it shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured make any payment to the satisfaction Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of such Lender in writing that such payment is made under this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by for such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionpurpose.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for Lender and its benefit and for the benefit of the Lender Partiessuccessors, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Anything herein . (b) The Guarantor further agrees to pay any and all reasonable expenses (including, without limitation, all fees and disbursements of counsel) which may be paid or incurred by the Lender in any other Loan Document to the contrary notwithstandingenforcing, the maximum liability or obtaining advice of each Guarantor hereunder and under the other Loan Documents counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations shall in no event exceed and/or enforcing any rights with respect to, or collecting against, the amount which can be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors this Guarantee. (after giving effect to the right of contribution established in Section 10.02). Each c) 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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Agent Lender hereunder. (d) No payment or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment payments made by any of the GuarantorsBorrower, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the GuarantorsBorrower, 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 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 indefeasibly paid in full in cashfull. (e) The Guarantor agrees that whenever, either no Letter of Credit at any time, or from time to time, it shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured make any payment to the satisfaction Lender on account of its liability hereunder, it will notify the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of Lender in writing that such payment is made under this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by Guarantee for such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionpurpose.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent Agent, for its benefit itself and for the ratable benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Borrower Obligations (other than its own Borrower Obligations for which it is liable as a Borrower). (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 federal, foreign, state or other laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrowers may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by any of the Borrowers, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the 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 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (i) Each of the Guarantors Guarantor hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, Holder the prompt and complete payment and performance by the Loan Parties when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability . (ii) All obligations of each Guarantor hereunder under this Section 15 (this “Guarantee”) shall remain in full force and under the other Loan Documents in respect of effect until the Obligations shall are paid in no event exceed full in cash, notwithstanding that from time to time prior thereto the amount which can Maker may be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors free from any Obligations. (after giving effect to the right of contribution established in Section 10.02). iii) 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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Agent Holder hereunder. (iv) No payment or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment payments made by the Maker, any of the GuarantorsGuarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or Holder from the Maker, any Lender from 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 in cashfull. (v) Each Guarantor agrees that whenever, either no Letter of Credit at any time, or from time to time, it shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured make any payment to the satisfaction Holder on account of its liability hereunder, it will notify the Administrative Agent and 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 not affect the Commitments are irrevocably terminated. Notwithstanding any other provision validity or effectiveness of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionpayment.

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 Collateral Agent for its benefit and for the ratable benefit of the Lender Parties, Secured Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt due and complete punctual payment and performance of the Obligations (whether at 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. , and also waives notice of acceptance of its guarantee and notice of protest 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 in respect of the Obligations and any Secured Hedge Agreements shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to fraudulent conveyances or transfers or the insolvency of debtors and (after giving effect 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 right insolvency of contribution established in Section 10.02). 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Secured Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by full and final payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit Guaranteed Creditors and for the benefit each of the Lender Partiestheir respective successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.02). . (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 Section 10.01 ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the Administrative Agent maturity of the Borrower Obligations is accelerated by bankruptcy or any other Lender Party hereunderotherwise, 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 Section 10.01 ARTICLE II shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction cash and all of the Administrative Agent and the Commitments shall be irrevocably are terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, no Borrower Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by any of the GuarantorsObligor, any other Loan Party guarantor or any other Person or received or collected by any Guaranteed Creditor from the Administrative Agent or any Lender from 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 in cash, either no Letter cash and all of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). Each . (c) 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. 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 Agent vendor: The due and punctual payment of all money payable at any time for its benefit any reason to the vendor by the purchaser in connection with this contract, and for The punctual performance and observance by the benefit purchaser of the Lender Parties, express or implied obligations of the purchaser in connection with this contract. Performance of guarantee If money due and their permitted indorsees, 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 has been made to the purchaser. If an obligation of the Obligations. Anything herein or in any other Loan Document purchaser under clause 47.2 (b) 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 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 the guarantor and the rights of the vendor under this clause 47 are not adversely affected by anything that might otherwise adversely affect them including: Transfer of a right of the vendor or any variation of a right of the vendor; The vendor granting any time or other allowance to the purchaser; or Acquiescence, delay, acts, omissions or mistakes by the vendor Until all monies payable to the vendor in connection with this contract are paid and all obligations performed, the maximum liability of each Guarantor hereunder and under will not make a claim or enforce a right against the other Loan Documents purchaser or its property; or prove in competition with the vendor if a liquidator, provisional liquidator, receiver, administrator or trustee in bankruptcy is appointed in respect of the Obligations shall in no event exceed purchaser or the amount which can be guaranteed purchaser is otherwise unable to pay its debts when they fall due. Executed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors Purchaser (after giving effect to company) Signed by (more than One director or 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 right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount sole director & sole secretary of the liability of such Guarantor hereunder without impairing company Full name Executed by the guarantee contained in this Section 10.01 or affecting the rights guarantor Name and remedies address of the Administrative Agent or any other Lender Party hereunder. Guarantor: Sign (Guarantor) sign (witness) The guarantee contained in this Section 10.01 shall remain in full force witness states that he Or she is not a party and effect until all Was present when the Obligations Signatory signed Full name Address (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 Obligationswitness), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each (a) The Guarantor irrevocably and unconditionally guarantees the due and punctual payment of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Partiesprincipal of, and their permitted indorseespremium, transferees if any, and assignsinterest (including interest accruing during the pendency of any bankruptcy, the prompt and complete payment and performance insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on, the Obligations. 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 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 debtors (after giving effect to the right of contribution established in Section 10.02). Each 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 Guarantee constitutes a guarantee of payment and the Bank shall not have any obligation to enforce any Loan Document or any other agreement or document with respect to the Obligations 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 time 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 time collecting or otherwise hindered from collecting or otherwise enforcing any Obligation in accordance with its terms, the Bank shall be entitled to time exceed receive hereunder from the Guarantor after demand therefor, the sums which would have been otherwise due had such collection or enforcement not been prevented or hindered. (c) It is understood that while the amount of the liability of such Guarantor hereunder without impairing the guarantee contained Obligations is not limited, if, in this Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding involving any state or any set-off federal bankruptcy, insolvency or appropriation other law affecting the rights of creditors generally, this Guarantee would be held or application at any time determined to be void, invalid or from time to time in reduction of or in payment unenforceable on account of the Obligations shall be deemed to modify, reduce, release or otherwise affect amount of the aggregate liability of any the Guarantor hereunder which shallunder this Guarantee, then, 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X 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 proceeding. (Guaranteed) The obligations hereunder of the guarantee Guarantor are joint and other several with the obligations of any Guarantor organized under the laws other guarantor (if any) of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionObligations.

Guarantee. 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 Agent for its benefit Security Trustee the due and for punctual payment by the benefit Account Party of all the Outstanding Indebtedness; and 17.1.2 undertakes as primary obligor and not as surety only that, if and whenever the Account Party fails to pay on the due date any fees as part of the Lender Parties, and their permitted indorsees, transferees and assignsOutstanding Indebtedness, the prompt and complete payment and performance Guarantor shall pay, or cause to be paid by a member of the Obligations. Anything herein or in any other Loan Document Group, such sum on demand to the contrary notwithstandingSecurity Trustee. 17.2 As a separate and independent stipulation, the maximum liability Guarantor hereby irrevocably and unconditionally agrees that, if any amounts hereby guaranteed are not recoverable on the footing of each Guarantor hereunder and under the other Loan Documents in respect a guarantee, whether by reason of any legal limitation, disability or incapacity on or 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Account Party or any other Person fact or received circumstance, whether known to the Security Trustee or collected 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 Administrative Agent Guarantor on demand. 17.3 If the Guarantor fails to pay on the due date any sum (whether of principal, interest or any Lender otherwise) due under this Guarantee, interest will accrue, and become payable upon demand by the Security Trustee, upon the sum unpaid from any and including the date upon which it fell due at the Default Rate for periods of such duration as 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 Security Trustee may determine from time to time in reduction time. For so long as the default continues such rate of or in payment of the Obligations interest shall be deemed to modify, reduce, release or otherwise affect recalculated on a similar basis at the liability end of any Guarantor hereunder each successive period so determined by the Security Trustee. Any such interest 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 is not paid in full in cash, either no Letter of Credit when due shall be outstanding or compounded at the end of each outstanding Letter of Credit has been Cash Collateralized such period determined by the Security Trustee for so that long as it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionremains unpaid.

Guarantee. Each The corporation or individual(s) who guarantee the obligations of Correspondent under this Agreement by executing the Guarantors herebysignature lines designated for such purpose at the end of this Agreement (the "Guarantor(s)"), in consideration of Pens▇▇'▇ ▇▇▇ering into the Agreement, do(es) hereby personally guarantee(s) (jointly and severally, unconditionally and irrevocably, guarantees to if more than one) the Administrative Agent for its benefit and for the benefit performance by Correspondent of the Lender Partiesprovisions of the Agreement (including without limitation the indemnification provisions of Section 10) and shall promptly pay any amount that is not paid by Correspondent to Pens▇▇ ▇▇▇er the Agreement. This is an absolute, unconditional and their permitted indorsees, transferees and assigns, the prompt and complete unlimited guarantee of payment and performance may be proceeded upon by Pens▇▇ ▇▇ a Pens▇▇ ▇▇▇emnified Person before filing any action against Correspondent or after any action against Correspondent has been commenced. Guarantor(s) grants to Pens▇▇ ▇ ▇irst lien and security interest on any and all money and securities of a Guarantor(s) held by Pens▇▇. ▇▇ns▇▇ ▇▇▇ll have the Obligations. Anything herein or in unlimited right to set-off any other Loan Document amounts owed to the contrary notwithstanding, the maximum liability it by Guarantor(s) against any obligation 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 debtors (after giving effect to the right of contribution established in Section 10.02Pens▇▇ ▇▇ Guarantor(s). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) Pens▇▇ ▇▇▇o shall have been satisfied the unlimited right to set-off any amounts owed to it by payment in full in cashGuarantor(s) against any obligation of Pens▇▇ ▇▇ Guarantor(s). Pens▇▇ ▇▇▇o shall have the absolute and unlimited right to sell, no Letter of Credit shall be outstanding transfer, or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from liquidate any of the Obligations. Except as provided assets in Section 10.12, no payment made by any of Guarantor(s)' accounts with Pens▇▇ ▇▇▇ any amounts owed to it by Correspondent or Guarantor(s). The obligations of the Guarantors, any other Loan Party Guarantor(s) shall not be discharged or any other Person impaired or received or collected otherwise affected by the Administrative Agent failure of Pens▇▇ ▇▇ a Pens▇▇ ▇▇▇emnified Person to assert, claim, demand or enforce any Lender from any of the Guarantorsremedy under this Agreement, any other guarantor nor by waiver, modification 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions amendment of this Agreement or any compromise, settlement or discharge of obligations of Correspondent under this Agreement, or any release or impairment of any collateral by Pens▇▇ ▇▇ a Pens▇▇ ▇▇▇emnified Person. Proprietary and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.Confidential

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Guarantor hereby unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender PartiesLenders, and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. . (a) 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such the Guarantor under applicable Federal and state laws relating to the insolvency of debtors debtors. (after giving effect to the right of contribution established in Section 10.02). Each b) 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 Section 10.01 7 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. . (c) The guarantee contained in this Section 10.01 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 contingent expense reimbursement obligations) the obligations of the Guarantor under the guarantee contained in this Section 7 shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of this Agreement the Borrowers may be free from any of the Obligations. Except as provided in Section 10.12, no . (d) No payment made by any of Borrower, the Guarantors, any other Loan Party Guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of Borrower, 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. 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 its benefit Purchasers the due and for punctual performance and observance by the benefit Sellers of the Lender Partiesall of their obligations, commitments and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. Anything herein undertakings under 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 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 pay to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 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 other Lender Party hereundergranting of time for such performance unless the parties otherwise agree in writing. The 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. 19.2 If and whenever any of the 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 contained in this Section 10.01 shall is to be a continuing guarantee and accordingly is to remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) obligations of the Sellers referred to in sub-clause 19.1 shall have been performed or satisfied by payment in full in cashaccordance with this agreement notwithstanding the winding-up, no Letter liquidation, dissolution or other incapacity of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party a Seller or any other Person change in the status, control or received or collected by the Administrative Agent or any Lender from any ownership 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 a Seller. 19.4 The Guarantor 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 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of under this Article X clause 19 (Guarantee) in relation to the guarantee and other obligations of any Guarantor organized Seller under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands Share Purchase Documents to the extent that the same would constitute unlawful financial assistance within relevant Seller is not obliged under the meaning of Article 2:98c terms of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Share Purchase Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all perform such obligations which, if included, do not constitute or a violation of the Prohibitionlimitation on such Seller's liability applies.

Guarantee. Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the benefit of the Lender Parties, Secured Parties and their respective successors, indorsees and permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. Anything herein or in any other Loan Document . (a) If and to the contrary notwithstandingextent required in order for the Secured Obligations of any Guarantor to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of each such Guarantor hereunder and under shall be limited to the other Loan Documents in respect of the Obligations shall in no event exceed the greatest amount which can lawfully be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (such laws, after giving effect to the right any rights of contribution established in contribution, reimbursement and subrogation arising under Section 10.02). 2.2. (b) 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Secured Party hereunder. . (c) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until the date when no Commitments are outstanding and Full Payment of all of the Secured Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to made (the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated“Termination Date”), notwithstanding that from time to time any Loan Party may be free from any during the term of the Credit Agreement the Borrowers may not then owe any Secured Obligations. Except as provided in Section 10.12, no . (d) No payment made by any of the GuarantorsBorrower, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor or any other Person person or received or collected by any Secured Party from 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 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionTermination Date.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Borrower Obligations (other than, with respect to any Guarantor, any Excluded Swap Obligations of such 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 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 and contingent expense reimbursement obligationsobligations that have not yet been asserted) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminatedfull, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any 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 full in cashBorrower Obligations, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Managing Facility Agent for its benefit and for the ratable benefit of the Lender Parties, Managing Facility Agent and their permitted indorsees, transferees and assigns, the Purchasers the prompt and complete payment by the Seller, the Servicer and performance RAC when due (whether at the stated maturity or otherwise) of the Obligations. Anything herein or in Such guarantee shall be a guarantee of payment. (b) 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 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 will duly and punctually perform and observe the same. (c) The Guarantor further agrees to pay any and all expenses (including, without limitation, all reasonable fees and disbursements of each Guarantor hereunder and counsel) which may be paid or incurred by the Managing Facility Agent or any Purchaser in enforcing or preserving any of their rights 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 debtors this Guarantee. (after giving effect to the right of contribution established in Section 10.02). Each d) The Guarantor agrees that the Obligations may whenever, at any time and time, or from time to time exceed time, it shall make any payment to the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights and remedies of the Administrative Managing Facility Agent or any other Lender Party Purchaser on account of its liability hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all , it will notify the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Managing Facility Agent and the Commitments shall be irrevocably terminatedsuch Purchaser, notwithstanding if applicable, in writing that from time to time any Loan Party may be free from any of the Obligationssuch payment is made under this Guarantee for such purpose. Except as provided in Section 10.12, no No payment or payments made by any of the GuarantorsSeller, any other Loan Party the Servicer, RAC or any other Person or received or collected by the Administrative Managing Facility Agent or any Lender Purchaser from any of the GuarantorsSeller, any other guarantor the Servicer, 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably 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 any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands anything herein to the extent that contrary, the same would constitute unlawful financial assistance within Guarantor, in lieu of paying or depositing the meaning of Article 2:98c of amount required to repurchase any Purchased Receivable pursuant to the Dutch Civil Code Purchase Agreement or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and Repurchase Agreement, may purchase such Receivable directly from the Purchasers in accordance with the provisions of this the Purchase Agreement and or the other Loan Documents shall be construed accordingly. For Repurchase Agreement, as the avoidance of doubt it is expressly acknowledged that case may be, for repurchases as if the relevant Guarantors organized under Guarantor were the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionSeller or RAC thereunder.

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 its benefit due and for the benefit punctual payment in full of the Lender Partiesprincipal 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 their permitted indorsees, transferees and assignsany other amounts due under, the prompt Notes or the Note Agreement when and complete as the same shall become due and payable (whether at stated maturity or upon redemption or by acceleration or otherwise) (all such payment obligations being collectively hereinafter referred to as the “Guaranteed Obligations”). The guarantee in the preceding sentence is an absolute, present and continuing guarantee of payment and performance not of collectability and is in no way conditioned or contingent upon any attempt to collect from the Company or any other guarantor of the Obligations. Anything herein or in Notes (including, without limitation, any other Loan Document 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 contrary notwithstandingHolders entitled thereto, the maximum liability without demand, presentment, protest or notice of each Guarantor hereunder and under the other Loan Documents any kind, in respect lawful money of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal and state laws relating United States of America, pursuant to the insolvency of debtors (after giving effect to requirements for payment specified in the right of contribution established in Section 10.02)Notes and the Note Agreement. Each Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guarantee. (b) 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 Person(s) who may guarantee any of the Guaranteed 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 Guarantee subject to avoidance under Section 10.01 or affecting the rights and remedies 548 of the Administrative Agent United States Bankruptcy Code (or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligationssuccessor provision) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the comparable provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionapplicable state law.

Guarantee. 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 Agent for other 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 benefit 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 benefit value of the Lender Partiespayment, and their permitted indorseesguarantee or security which is set aside, transferees and assignsinvalidated or reduced. 31.6 In addition to each Guarantor’s obligations as guarantor, the prompt and complete payment and performance of the Obligations. Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and agrees that any obligation of any of its Guaranteed Parties under this agreement which may not be enforceable against that Guarantor as guarantor shall be enforceable against that Guarantor as though that Guarantor were the other Loan Documents principal obligor in respect of the Obligations obligation. 31.7 In the event that a Guaranteed Party fails to perform or breaches any 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 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 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 event exceed Guarantor shall: (i) take the amount which can be guaranteed 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 such Guarantor under applicable Federal and state laws relating to the insolvency any of debtors (after giving effect to the right of contribution established in Section 10.02)its Guaranteed Parties or any other guarantor. Each Guarantor agrees that to submit a proof promptly in accordance with this request. All amounts received in respect of this proof shall be held by the Obligations may at Guarantor on trust for the other parties; (D) notwithstanding any time and from time to time exceed of the amount other provisions of this agreement, the liability of such a Guarantor hereunder without impairing the guarantee contained under this clause 31 shall in this Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 circumstances exceed the liability of any Guarantor hereunder which shall, notwithstanding any such payment the Guaranteed Party whose obligations are guaranteed by that Guarantor; and (other than any payment made by such Guarantor E) the obligations in this clause 31 shall cease to have effect in respect of a Guarantor when 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized all of its Guaranteed Parties under the laws of the Netherlands expressed to be assumed this agreement have been discharged in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionfull.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Company hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Lenders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance of by the Obligations. Anything herein Foreign Subsidiary Borrowers when due (whether at the stated maturity, by acceleration 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 otherwise) of the Obligations shall in no event exceed of the amount which can be guaranteed by such Guarantor under applicable Federal and state laws relating to Foreign Subsidiary Borrowers (the insolvency of debtors “Subsidiary Obligations”). (after giving effect to the right of contribution established in Section 10.02). Each Guarantor b) 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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 . (c) This Guarantee shall remain in full force and effect until all the Subsidiary Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cashimmediately available funds, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of this Guarantee the Foreign Subsidiary Borrowers may be free from any of the Subsidiary Obligations. Except as provided in Section 10.12, no . (d) No payment made by any of the GuarantorsBorrower, any Subsidiary Guarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any of the GuarantorsBorrower, any Subsidiary 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 full in cashimmediately available funds, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Agents and the Lenders and their respective permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. 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 debtors . (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. b) [Reserved.] (c) [Reserved.] (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative any Agent or any 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each of Subject to the Guarantors herebyterms and conditions set forth in this Agreement, jointly and severally, unconditionally and irrevocably, Guarantor hereby (i) absolutely guarantees to the Administrative Agent for Company, 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 benefit sole discretion, bring and prosecute a separate action or actions against the Guarantor for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance full amount of the Obligations, regardless of whether any action is brought against Parent. Anything herein or in any other Loan Document to To the contrary notwithstandingfullest extent permitted by law, the maximum liability Guarantor hereby expressly and unconditionally waives any and all rights or defenses arising by reason of each Guarantor hereunder and under the other Loan Documents in respect any law, promptness, diligence, notice of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal acceptance of this guarantee and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability Obligation, presentment, demand for payment, notice of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights non-performance, default, dishonor and remedies protest, notice of the Administrative Agent or Obligation incurred and all other notices of any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations kind (other than contingent indemnification notices required by this Agreement and contingent expense reimbursement obligations) shall 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 Guarantor of its obligations contemplated hereby have been satisfied duly and validly authorized by payment in full in cashall necessary corporate action on the part of the Guarantor, and no Letter other corporate proceedings on the part of Credit shall be outstanding the Guarantor are necessary to authorize this Agreement or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to perform its obligations hereunder. Subject to the satisfaction terms and conditions of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party this Agreement (as it may be free from any of the Obligations. Except as provided in Section 10.12modified, no payment made by any of the Guarantors, any other Loan Party amended or any other Person or received or collected by the Administrative Agent or any Lender from 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 the liability of affected by (x) any Guarantor hereunder which shallmodification, notwithstanding any such payment amendment, waivers or extensions under this Agreement (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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands except to the extent of any such modification, amendment, waivers or extensions that is entered into without the same would constitute unlawful financial assistance within prior consent of Guarantor) or (y) any change in the meaning corporate existence, structure or ownership of Article 2:98c of the Dutch Civil Code 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 applicable financial assistance rules under person or make presentment or demand for performance or give any relevant jurisdiction (notice of nonperformance before the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordinglyCompany may enforce its rights hereunder against Guarantor. For the avoidance of doubt it is expressly acknowledged that doubt, notwithstanding anything to the relevant Guarantors organized under contrary in this Agreement, this Section 9.11 and the laws guarantee contemplated hereby shall terminate in accordance with Section 8.2 upon a termination of the Netherlands will continue this Agreement pursuant to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionSection 8.1.

Guarantee. Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the benefit of the Lender Parties, Secured Parties and their respective successors, indorsees and permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrowers when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations. Anything herein or in any other Loan Document . (a) If and to the contrary notwithstandingextent required in order for the Secured Obligations of any Guarantor to be enforceable under applicable federal, state and other laws relating to the insolvency of debtors, the maximum liability of each such Guarantor hereunder and under shall be limited to the other Loan Documents in respect of the Obligations shall in no event exceed the greatest amount which can lawfully be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (such laws, after giving effect to the right any rights of contribution established in contribution, reimbursement and subrogation arising under Section 10.02). 2.2. (b) 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Secured Party hereunder. . (c) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until the date when no Revolver Commitments are outstanding and Full Payment of all of the Secured Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to made (the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated“Termination Date”), notwithstanding that from time to time any Loan Party may be free from any during the term of the Credit Agreement the Borrowers may not then owe any Secured Obligations. Except as provided in Section 10.12, no . (d) No payment made by any of the GuarantorsBorrower, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor or any other Person person or received or collected by any Secured Party from 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 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionTermination Date.

Guarantee. 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 its benefit Vendors the due and for punctual performance and observance by the benefit Purchaser of the Lender PartiesPurchaser’s obligations, commitments and undertakings under or pursuant to this Agreement and each other Transaction Document (the “Guaranteed Obligations”), and their permitted indorsees, transferees and assigns, agrees to indemnify the prompt and complete payment and performance of Vendors on an after-Tax basis for any failure by the Obligations. 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 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from perform any of the Guaranteed Obligations. Except as provided in Section 10.12, no payment made by any The liability of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 received other Transaction Document (whether or collected from such Guarantor not agreed by the Guarantor), any forbearance, neglect or delay in respect seeking performance of the Obligations)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, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full in cash, either no Letter of Credit shall be outstanding forthwith upon demand unconditionally perform (or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the procure performance of) and satisfy (or procure satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guaranteeof) the guarantee Guaranteed Obligation to which such default relates in the manner prescribed by this Agreement or the relevant Transaction Document and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent so that the same (but no greater) benefits shall be conferred on the Vendors as would constitute unlawful financial assistance within have been received if such Guaranteed Obligation had been duly performed and satisfied by the meaning of Article 2:98c Purchaser. 10.3 This guarantee is to be a continuing guarantee and, accordingly, is to remain in force until all of the Dutch Civil Code Guaranteed Obligations shall have been performed or satisfied by the Purchaser or the Guarantor, regardless of the legality, validity or enforceability of any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and notwithstanding the winding-up, liquidation, dissolution or other Loan Documents 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 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 thereof and shall be construed accordingly. For performed or paid by the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionGuarantor on demand.

Guarantee. (a) Each Grantor, other than the Company, who has executed this Agreement as of the Guarantors date hereof, together with each domestic Subsidiary of any Grantor who accedes to this Agreement as a Grantor after the date hereof (each a “Guarantor” and, collectively, the “Guarantors”), hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Collateral Agent, for the ratable benefit of the Lender Parties, Noteholders and their permitted respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Company when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Anything herein In furtherance of the foregoing, and without limiting the generality thereof, each Guarantor agrees as follows: (i) each Guarantor’s liability hereunder shall be the immediate, direct, and primary obligation of such Guarantor and shall not be contingent upon the Collateral Agent’s or in any Noteholders exercise or enforcement of any remedy it or they may have against the Company, any other Loan Document Guarantor, any other Person, or all or any portion of the Collateral; and (ii) the Collateral Agent may enforce this guarantee notwithstanding the existence of any dispute between any of the Noteholders and the Company or any other Guarantor with respect to the contrary notwithstanding, the maximum liability existence of each Guarantor hereunder and under the other Loan Documents in respect any Event 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 debtors Default. (after giving effect to the right of contribution established in Section 10.02). b) 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 Section 10.01 2 or affecting the rights and remedies of the Administrative Collateral Agent or any other Lender Party Noteholder hereunder. . (c) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Obligations Payment in Full. (other than contingent indemnification and contingent expense reimbursement obligationsd) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no No payment made by the Company, any of the GuarantorsGuarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender Noteholder from the Company, any of the GuarantorsGuarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off setoff 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)payment, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid Payment in full in cash, either no Letter of Credit shall be outstanding Full. (e) Any term or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) Agreement or any other Transaction Document to the guarantee and other obligations of contrary notwithstanding, the maximum aggregate amount for which any Guarantor organized shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Agreement or any other Transaction Document, as it relates to such Guarantor, subject to avoidance under applicable requirements of law relating to fraudulent conveyance or fraudulent transfer (including the laws Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of Title 11 of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil United States Code or any other applicable financial assistance rules under any relevant jurisdiction provisions of comparable requirements of law) (the collectively, “ProhibitionFraudulent Transfer Laws”) and ). Any analysis of the provisions of this Agreement and for purposes of Fraudulent Transfer Laws shall take into account the other Loan Documents shall be construed accordingly. For the avoidance right of doubt it is expressly acknowledged that the relevant Guarantors organized contribution established in Section 2.2, and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionthis Agreement.

Guarantee. 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 its benefit and Agent, for the ratable benefit of the Lender PartiesAdministrative Agent and the Lenders and each of their respective permitted successors, and their permitted indorseesendorsees, transferees and assigns, the prompt and complete payment by the Borrower and performance the Guarantors when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Anything herein or in any other Loan Document to , provided, however, that each of the contrary notwithstanding, Guarantors shall be jointly and severally liable under this Article for the maximum amount of such liability of each Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which that can be guaranteed by hereby incurred without rendering this Guarantee, as it relates to such Guarantor Guarantor, voidable under applicable Federal and state laws law relating to the insolvency fraudulent conveyance or fraudulent transfer, and not for any greater amount. This is a guarantee of debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time payment and from time to time exceed the amount of not collection and the liability of such the Borrower and each Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights is primary and remedies of the Administrative Agent or any other Lender Party hereunder. not secondary. 9.1.2 The guarantee contained in this Section 10.01 Article shall remain in full force and effect until at all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no times when Loans are outstanding. 9.1.3 No payment made by any of the GuarantorsBorrower, any other Loan Party Guarantor or any other Person Person, or received or collected by the Administrative any Agent or any Lender from any of the GuarantorsBorrower, 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 of extent permitted by law, such amounts to each other Guarantor hereunder until or Borrower so as to maximize the Obligations are aggregate amount paid to such Agent or Lender under or in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction respect of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionDocuments.

Guarantee. Each of the Guarantors hereby10.1 The Guarantor, jointly and severallyas primary obligor, hereby unconditionally and irrevocably, : (a) guarantees by way of continuing guarantee to the Administrative Agent Seller the due and punctual performance and observance by the Buyer of all its obligations under or pursuant to this Agreement and each other Transaction Document (the “Buyer’s Guaranteed Obligations”); (b) agrees that if and each time that the Buyer defaults for its benefit and for any reason whatsoever in the benefit performance of any of the Lender Parties, and their permitted indorsees, transferees and assignsBuyer’s Guaranteed Obligations, the prompt Guarantor shall on demand as principal debtor and complete payment and performance of primary obligor (without requiring the Obligations. Anything herein Seller to first take steps against the Buyer or in any other Loan Document to person), unconditionally perform (or procure performance of) and satisfy (or procure the contrary notwithstanding, satisfaction of) the maximum liability of each Guarantor hereunder and under the other Loan Documents Buyer’s Guaranteed Obligations in respect of which such default has occurred, in the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor manner prescribed under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent Agreement or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all Transaction Document so that the same benefits would be conferred on the Seller as if the Buyer’s Guaranteed Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been duly performed and satisfied by payment the Buyer; and (c) agrees that this guarantee is in full addition to and without prejudice to and is not in cashsubstitution for any rights which the Seller may 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, no Letter including without limitation: (a) any time or indulgence granted to, or composition with, the Buyer or any other person; (b) any taking, variation, renewal or release of Credit shall be outstanding the Buyer’s Guaranteed Obligations or each outstanding Letter any 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) any unenforceability or invalidity of Credit has been Cash Collateralizedthe Buyer’s Guaranteed Obligations, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents Clause 10 shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all as if there were no such obligations which, if included, do not constitute a violation of the Prohibitionunenforceability or invalidity.

Guarantee. Each of the Guarantors hereby, jointly 2.1 The Guarantor irrevocably and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit Beneficiary: 2.1.1 the due and for punctual payment by the benefit Contractor of any debts and liabilities, due, owing or incurred to the Lender PartiesBeneficiary under the Framework Agreement whether actual or contingent, and their permitted indorseespresent or future, transferees and assignsanywhere, the prompt and complete payment and performance of the Obligations. Anything herein 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 of each Guarantor hereunder shall indemnify and under keep the other Loan Documents in respect of the Obligations shall in no event exceed the amount Beneficiary indemnified against all loss, damages costs and expenses (including reasonable legal fees) which can be guaranteed by such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected are directly incurred by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor or any other Person by virtue Beneficiary arising out of any action such failures 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 modifybreaches, 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent but only if and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the Contractor is liable for the same would constitute unlawful financial assistance within under the meaning Framework Agreement. 2.2 As a separate and primary obligation the Guarantor irrevocably and unconditionally guarantees to the Beneficiary that in the case of Article 2:98c default by the Contractor in making any of the Dutch Civil Code 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. 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 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 apply any sums received under this Guarantee as it in its absolute discretion from time to time decides, including to the credit of a suspense account. 2.5 The termination of this Deed for any reason shall not affect the liability of the Guarantor for any sums, obligations or liabilities, present or future, actual or contingent, which are due, owing or have been incurred prior to the date of termination. 2.6 The Guarantor’s obligations under this Guarantee are those of primary obligor and exist irrespective of any total or partial invalidity or unenforceability of any purported obligation or liability of the 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 other applicable financial assistance rules person in respect of any of the obligations and liabilities of the Contractor under the Framework Agreement; 2.8.2 any act or omission by the Beneficiary or any other person in taking up, preserving, perfecting or enforcing any security from or against the Contractor or any other person or any such 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 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 any default of the Contractor; 2.9.2 made demand upon, or 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 enforce or claim the benefit of any and all rights it has or may from time to time have as guarantor under any relevant jurisdiction (the “Prohibition”) and applicable law which is or may be inconsistent with any of the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionGuarantee.

Guarantee. (a) Each of the Guarantors hereby, hereby jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit Guaranteed Creditors and for the benefit each of the Lender Partiestheir respective permitted successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the 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 respect of the Obligations shall in no event exceed the amount which can be guaranteed by 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 debtors each Guarantor hereunder (after giving effect to the right of contribution established in Section 10.022.02). . (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 Section 10.01 ARTICLE II or affecting the rights and remedies of any Guaranteed Creditor hereunder. (d) Each Guarantor agrees that if the Administrative Agent maturity of the Borrower Obligations is accelerated by bankruptcy or any other Lender Party hereunderotherwise, 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 Section 10.01 ARTICLE II shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent cash and the all Commitments shall be irrevocably terminated, are terminated notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, no Borrower Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by any of the GuarantorsObligor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender Guaranteed Creditor from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction cash and all of the Administrative Agent and the Commitments have expired or are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each (a) Holdings and each Subsidiary Guarantor hereby absolutely and unconditionally guarantees, as a guarantee of payment and performance and not merely as a guarantee of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Guarantors herebySecured Obligations, jointly and severallywhether for principal, unconditionally and irrevocablyinterest, guarantees premiums, fees, indemnities, damages, costs, expenses or otherwise, of Borrowers to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. Anything herein arising hereunder or in under any other Loan Document or under any Credit Product Arrangement, as applicable (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Lender Parties in connection with the collection or enforcement thereof, subject 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 debtors (after giving effect to the right of contribution established limitations set forth in Section 10.0210.04(a) hereof). . (b) Each Qualified ECP Guarantor agrees that the Obligations hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may at any time and be needed from time to time exceed by each other Loan Party to honor all of its obligations under this Guarantee in respect of Swap Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.01(b) for the maximum amount of the such liability of such Guarantor hereunder that can be hereby incurred without impairing the guarantee contained in rendering its obligations under this Section 10.01 11.01(b), or affecting the rights otherwise hereunder, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and remedies of the Administrative Agent or not for any other Lender Party hereundergreater amount). The guarantee contained in obligations of each Qualified ECP Guarantor under this Section 10.01 11.01(b) shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment Payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any Full of the Obligations. Except as provided in Each Qualified ECP Guarantor intends that this Section 10.1211.01(b) constitute, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 and this Section 11.01(b) shall be deemed to modifyconstitute, reducea “keepwell, release support, or otherwise affect other agreement” for the liability benefit of any Guarantor hereunder which shall, notwithstanding any such payment (each other than any payment made by such Guarantor in respect Loan Party for all purposes of Section 1a(18)(A)(v)(II) 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionCommodity Exchange Act.

Guarantee. 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 its benefit and Agent, for the ratable benefit of the Lender Parties, and their permitted indorsees, transferees and assignsLenders, the prompt and complete payment and performance by the Borrower and/or each Designated Borrower, as applicable, when due (whether at stated maturity, by acceleration or otherwise) of the Obligations. Anything herein , and 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 any other Loan Document to the contrary notwithstandingenforcing, the maximum liability or obtaining advice of each Guarantor hereunder and under the other Loan Documents counsel in respect of, any of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor their rights under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. Article X. The guarantee contained in this Article X, subject to Section 10.01 10.05, shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment are paid in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably are terminated, notwithstanding that from time to time any Loan Party prior thereto the 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 ObligationsDesignated Borrowers. Except as provided 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 under this Article X, it will notify the Administrative Agent and such Lender in Section 10.12, no writing that such payment is made under the guarantee contained in this Article X for such purpose. No payment or payments made by any of the GuarantorsBorrower, any other Loan Party Designated Borrower or any other Person or received or collected by the Administrative Agent or any Lender from any of the GuarantorsBorrower, 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. Each 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) the full and punctual payment of principal of and interest on the then outstanding Notes when due (taking into account all applicable grace periods provided hereunder), whether at maturity, by 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"). The Guarantors herebyfurther agree that the Guarantee Obligations may be extended or renewed, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance of the Obligations. Anything herein in whole or in any other Loan Document to the contrary notwithstandingpart, the maximum liability of without notice or further assent from 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, and that the Guarantors will remain bound under this Article 12 notwithstanding any other Loan Party extension or renewal of any Guarantee Obligation. Each Guarantor further agrees that the Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guarantee Obligations. The Guarantors waive presentation to, demand of payment from and protect to the Company of any of the Guarantee Obligations 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 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 person under this Indenture and the Notes; (b) any extension or received renewal of any thereof; (c) any rescission, waiver, amendment or collected 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 Administrative Agent Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee such amount not so paid. Notwithstanding any Lender 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 any of the Company, the Guarantors, any other guarantor Holder of the Notes, any Paying Agent or any other Person by virtue bank. The Guarantors agree that they shall not be entitled to any right of any action or proceeding or any set-off or appropriation or application at any time or from time subrogation in relation 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 Holders in respect of any Guarantee Obligations guaranteed hereby. The Guarantors further agree that, as between the Obligations or any payment received or collected from such Guarantor in respect Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a) the maturity of the Obligations), remain liable Guarantee Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the Obligations up to purposes of the maximum liability Guarantors' Guarantees herein, and (b) in the event of any declaration of acceleration of such Guarantor hereunder until Guarantee Obligations as provided in Article 6 hereof and if the Guarantee Obligations are paid in full in cashthereby become due and payable, either no Letter of Credit such Guarantee Obligations shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to forthwith become due and payable by the satisfaction of Guarantors for the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision purpose of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionSection 12.01.

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 Agent for its benefit and Collateral Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted indorseesrespective successors, endorsees, transferees and assigns, the prompt due, punctual and complete payment and performance by the other Loan Parties and the LC Subsidiaries, when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for prepayment, or otherwise, of the Obligations. Anything herein . (b) [Intentionally Omitted] (c) Each Guarantor further agrees to pay any and all reasonable expenses (including all reasonable fees and disbursements of counsel) which may be paid or incurred by any Secured Party in any other Loan Document to the contrary notwithstandingenforcing, the maximum liability or obtaining advice of each Guarantor hereunder and under the other Loan Documents counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations shall in no event exceed the amount which can be guaranteed by and/or enforcing any rights with respect to, or collecting against, such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02)this Guarantee. 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 This Guarantee shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment are paid in full in cashfull, no Letter Letters of Credit shall be are outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably 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 of the Obligations. Except as provided in Section 10.12. (d) [Intentionally Omitted] (e) Each Guarantor agrees that whenever, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 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 is made by under this Guarantee 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 hereunder until to provide such notice shall not preclude the Obligations are paid in full in cash, either no Letter application of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured such payment to the complete or partial satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other such Guarantor’s obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by hereunder following such Guarantor organized under the laws of the Netherlands Guarantor’s notice to the extent that the same would constitute unlawful financial assistance within the meaning Collateral Agent of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionpayment.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender PartiesSecured Parties and each of their respective successors, and their permitted indorseesendorsees, 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 federal and state laws relating to the insolvency of debtors debtors. (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 amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 Article II or affecting the rights and remedies of the Administrative Agent or any other Lender 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 Section 10.01 Article II shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cashfull, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Credit Agreement and the total Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, no Obligations may be free from any of the Obligations. Except as provided in Section 10.12, no outstanding. (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Credit Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitiontotal Commitments are terminated.

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 Agent for its benefit and Collateral Agent, for the ratable benefit of the Lender Parties, Secured Parties and their permitted indorseesrespective successors, endorsees, transferees and assigns, the prompt due, punctual and complete payment and performance by each of the Obligations. 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 Parties, when and as due, whether at the stated maturity, by acceleration, upon one or more dates set for prepayment, or otherwise, of the Secured Obligations. For the avoidance of doubt, each Guarantor 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 that it will remain bound upon its guarantee hereunder notwithstanding any extension, renewal, amendment or modification of any Secured Obligation. (b) 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 rights with respect to, or collecting, any or all of the Secured Obligations shall in no event exceed the amount which can be guaranteed by and/or enforcing any rights with respect to, or collecting against, such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02)this Agreement. 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 This Agreement shall remain in full force and effect until all the Obligations Termination Date. (other than contingent indemnification and contingent expense reimbursement obligationsc) shall have been satisfied by payment in full in cashEach Guarantor agrees that whenever, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 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 hereunder until to provide such notice shall not preclude the Obligations are paid in full in cash, either no Letter application of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured such payment to the complete or partial satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other such Guarantor’s obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by hereunder following such Guarantor organized under the laws of the Netherlands Guarantor’s notice to the extent that the same would constitute unlawful financial assistance within the meaning Collateral Agent of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionpayment.

Guarantee. Each of the Guarantors hereby, jointly and severally, 13.1 The Guarantor unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent Purchaser the due and punctual performance and observance by the Seller of all its obligations, commitments, undertakings, warranties and indemnities under or pursuant to the Transaction Documents (the “Guaranteed Obligations”) and agrees that if any Guaranteed Obligation is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify the Purchaser immediately on demand against all Losses which the Purchaser suffers through or arising from any act or omission that would be a breach by the Seller of the Guaranteed Obligations if the relevant Guaranteed Obligation were not unenforceable, invalid or illegal, to the extent of any limit on the liability of the Seller in this Agreement. 13.2 If and whenever the Seller defaults for its benefit any reason whatsoever in the performance of any of the Guaranteed Obligations, the Guarantor shall forthwith upon demand unconditionally perform (or procure performance of) and satisfy (or procure the satisfaction of) the Guaranteed Obligations in regard to which such default has been made in the manner prescribed by the relevant Transaction Document and so that the same benefits shall be conferred on the Purchaser as it would have received if the Guaranteed Obligations had been duly performed and satisfied by the Seller. 13.3 This guarantee is to be a continuing guarantee and accordingly is to remain in force until all the Guaranteed Obligations shall have been performed or satisfied. This guarantee is in addition to and without prejudice to and not in substitution for any rights or security which the Purchaser may now or hereafter have or hold for the benefit performance and observance of the Lender Parties, Guaranteed Obligations. 13.4 As a separate and their permitted indorsees, transferees and assigns, independent stipulation the prompt and complete payment and performance of the Obligations. 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 debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability Guaranteed Obligations (including any moneys payable) which may not be enforceable against or recoverable from the Seller by reason of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 any legal limitation, disability or affecting the rights and remedies incapacity on or of the Administrative Agent Seller or the dissolution, amalgamation or reconstruction of the Seller or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding fact or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 circumstances (other than any payment made limitation imposed by such 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 thereof and shall be performed or paid by the Guarantor on demand. 13.5 The liability of the Guarantor under this Clause 13 shall not be affected, impaired, reduced or released by: 13.5.1 any variation of the Guaranteed Obligations; 13.5.2 any forbearance, neglect or delay in seeking performance of the Guaranteed Obligations or any payment received granting of time for such performance; 13.5.3 the illegality, invalidity, unenforceability or, or collected from such Guarantor in respect any defect in, any provision of a Transaction Document or the Obligations), remain liable for the Obligations up to the maximum liability Seller’s obligations under any of such Guarantor hereunder until the Obligations are paid in full in cash, either no Letter of Credit shall be outstanding them; 13.5.4 any insolvency or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding similar proceeding; or 13.5.5 any other provision fact or event which in the absence of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed provision would or might constitute or afford a legal or equitable discharge or release or a defence to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionguarantor.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for Lender and its benefit and for the benefit of the Lender Partiesrespective successors, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Borrower 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.0211.2). . (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 Section 10.01 11 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 11 shall remain in full force and effect until all the Borrower Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 11 shall have been satisfied by payment or performance in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminatedfull, notwithstanding that from time to time any during the term of the Loan Party Agreement the Borrower may be free from any of the Borrower Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any 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 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 or otherwise satisfied in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionfull.

Guarantee. Each 7.01 CHS hereby absolutely and unconditionally guarantees full payment of all Participated Loans; provided, however, that for each calendar year, CHS’ guarantee under this Section 7.01 shall be limited to $50,000,000 (the Guarantors hereby“Guarantee”); provided, jointly however, that if the aggregate amount of Guarantee payments made by CHS during any calendar year exceeds $48,000,000, then ProPartners and severallyCHS shall mutually agree in writing which Participated Loans are repaid pursuant to any remaining Guarantee payments made by CHS for such calendar year. 7.02 ProPartners may make a call by written notice to CHS under the Guarantees with respect to any Participated Loan that is subject to a Default for a period of 90 days, unconditionally and irrevocablyCHS shall pay such Guarantee payment no later than the tenth business day after CHS’ receipt of such written notice. 7.03 In the event that ProPartners has assumed servicing and collection activities for a Participated Loan pursuant to Section 3.08, guarantees CHS hereby agrees that it will not exercise or enforce any right of contribution, reimbursement, recourse or subrogation against a Borrower under such Participated Loan or any collateral securing such Participated Loan unless and until ProPartners has been indefeasibly paid in full all amounts owed to it under such Participated Loan. 7.04 Upon the occurrence of a Default under any Participated Loan and the continuation of such Default for a period of 90 days, CHS agrees that ProPartners may, at any time, extend payment of such Participated Loan in whole or in part, otherwise change the terms of payment (including interest rate), accept partial payments, release or impair any collateral security, release or agree not to ▇▇▇ any party liable on said Participated Loan and/or take any other actions with respect to such Participated Loan or parties thereto, all without releasing or diminishing any liability of CHS pursuant to the Administrative Agent for its benefit and for the benefit Guarantee. 7.05 The Guarantee of the Lender PartiesCHS herein is a promise of payment, and their permitted indorseesnot of collection, transferees and assigns, the prompt and complete payment and performance of the Obligations. Anything herein or in CHS waives any other Loan Document right to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and require ProPartners to bring any action against a Borrower 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 Participated Loans or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or against any other Person or received to require that resort be had to any security or collected by credit on the Administrative Agent or any Lender from any books of the GuarantorsProPartners in favor of a Borrower, 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 prior to the maximum liability fulfillment by CHS of its Guarantee obligations hereunder. 7.06 No delay on the part of ProPartners in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such Guarantor hereunder until the Obligations are paid in full in cash, either rights. In no Letter event shall any modification or waiver of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement the Guarantee of CHS hereunder be affected unless in writing nor shall any such waiver be applicable except in the specific instance for which given. 7.07 The Guarantee of CHS hereunder shall constitute a continuing and the other Loan Documents irrevocable agreement of guarantee. The Guarantee of CHS shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized continue until all amounts owed to ProPartners under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionParticipated Loans have been fully and completely discharged.

Guarantee. Each of the Guarantors hereby, jointly 5.1 The Guarantor hereby irrevocably and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Partiesunconditionally, and their permitted indorsees, transferees and assigns, notwithstanding the prompt and complete payment and performance release of the Obligations. 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor or any other Person by virtue person under the terms of any action composition or proceeding or arrangement with any set-off or appropriation or application at any time or from time to time in reduction of or in payment creditors of the Obligations shall be deemed to modifyIssuer, 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 guarantees to the maximum liability of such Guarantor hereunder until the Obligations are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X Trustee: (Guarantee1) the guarantee due and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed punctual payment in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and accordance with the provisions of this Agreement Trust Deed of the principal of and premium (if any) and interest on the Notes and of any other amounts payable by the Issuer under this Trust Deed; and Back to Contents (2) the due and punctual performance and observance by the Issuer of each of the other provisions of this Trust Deed on the Issuer’s part to be performed or observed. 5.2 If the Issuer fails for any reason whatsoever punctually to pay any such principal, premium, 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 this Trust Deed 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, Receipt or Coupon or the Trustee (as the case may be) shall receive the same amounts in respect of principal, premium, interest or such other amount as would have been receivable had such payments been made by the Issuer. 5.3 If any payment received by the Trustee or any Noteholder or Couponholder under the provisions of this Trust Deed 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 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 sub-clause 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 Loan Documents persons entitled through the Issuer. 5.4 The Guarantor hereby agrees that its obligations under this Clause shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged unconditional and that the relevant Guarantors organized under the laws Guarantor shall be fully liable irrespective of the Netherlands will continue validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available to guarantee all such the Issuer in relation to, its obligations whichunder this Trust Deed, if includedwhether or not any action has been taken to enforce the same or any judgment obtained against the Issuer, do whether or not any of the other provisions of this Trust Deed 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 11.1 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 violation 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 Prohibitionobligations of the Issuer under this Trust Deed and this guarantee shall not be discharged nor shall the liability of the Guarantor under this Trust Deed 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.

Guarantee. 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 hereunder, jointly and severallyin consideration thereof, Holdings hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, and their permitted indorsees, transferees and assignsLenders, the prompt and complete payment and performance by the Borrower when due (whether at stated maturity, by acceleration or otherwise) of the Obligations. Anything herein , and Holdings further agrees to pay any and all 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 any other Loan Document to the contrary notwithstandingenforcing, the maximum liability or obtaining advice of each Guarantor hereunder and under the other Loan Documents counsel in respect of, any of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor their rights under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder9. The guarantee contained in this Section 10.01 9, subject to Section 9.5, shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment are paid in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably are terminated, notwithstanding that from time to time any Loan Party prior thereto the Borrower may be free from any of the Obligations. Except as provided Holdings 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 9, it will notify the Administrative Agent and such Lender in writing that such payment is made under the guarantee contained in this Section 10.12, no 9 for such purpose. No payment or payments made by any of the Guarantors, any other Loan Party Borrower or any other Person or received or collected by the Administrative Agent or any Lender from any of the Guarantors, any other guarantor 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 Guarantor hereunder which shallHoldings under this Section 9 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 Obligations up until, subject to the maximum liability of such Guarantor hereunder until Section 9.5, the Obligations are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.

Guarantee. 13.1. Each of the Guarantors herebyGuarantor, jointly and severally, hereby (i) unconditionally and irrevocably, irrevocably guarantees to Augustine, the Administrative Agent for its benefit and for the benefit punctual payment of the Lender PartiesCGSY Purchase Price (the “Guaranteed Obligations”), and their permitted indorsees(ii) agrees to pay, transferees upon demand, any and assignsall reasonable expenses (including reasonable counsel fees and expenses) incurred by Augustine in enforcing any rights under this Section 13. In the event that Augustine has satisfied all conditions set forth in Section 12.2.2, and the prompt and complete Second Closing has not occurred by 3:00 p.m. on August 31, 2006, Augustine shall notify the Guarantors who shall satisfy such payment and performance obligations within two (2) business days of deemed receipt of such notice. 13.2. The liability of each Guarantor shall not be affected or impaired by any of the following acts or things: (i) any waiver or indulgence granted in respect of, or any delay or lack of diligence in the enforcement of, any of the Guaranteed Obligations, or any failure to institute proceedings, file a claim, give any required notice or otherwise protect any of the Guaranteed Obligations; (ii) any full or partial release of, settlement with or agreement not to ▇▇▇ any person in respect of any of the Guaranteed Obligations; or (iii) any discharge of any evidence of any of the Guaranteed Obligations or any acceptance of any instrument or substitution therefore; provided, that any such substitute instrument provides for identical terms as the original instrument. 13.3. Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum The liability of each Guarantor hereunder shall be irrevocable, absolute and under unconditional, irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the other Loan Documents following: (i) any lack of validity or enforceability of this Agreement or any agreement or instrument relating hereto which may be available to any person liable in respect of any of the Obligations shall in no event exceed Guaranteed Obligations; or (ii) the amount which can be guaranteed by existence of any claim, set-off, defense that such Guarantor under applicable Federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 10.02)may have at any time against any Person. 13.4. Each Guarantor agrees that the Obligations may at hereby waives (i) promptness and diligence, (ii) notice of acceptance, and any time and from time other notice, with respect to time exceed the amount any of the liability Guaranteed Obligations, (iii) any requirement that Augustine exhaust any right or take any action against CGSY, (iv) any right to compel or direct Augustine to seek payment or recovery of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 any amounts owed from any one particular fund or affecting the rights and remedies of the Administrative Agent source or to exhaust any right or take any action against CGSY or any other Lender Party hereunderperson, (v) any requirement that Augustine exhaust any right or take any action against CGSY or any other person and (vi) any other defense available to such Guarantor. 13.5. The guarantee contained in provisions of this Section 10.01 13 shall (i) remain in full force and effect until the date on which all of the Guaranteed Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 indefeasibly paid in full in cash, either no Letter of Credit shall (ii) be outstanding or binding upon each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured Guarantor and its successors and assigns and (iii) inure to the satisfaction benefit of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee be enforceable by Augustine and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) its permitted successors, pledgees, transferees and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionassigns.

Guarantee. Each of the Guarantors hereby, jointly and severally, (a) The Parent Guarantor hereby unconditionally and irrevocably, irrevocably guarantees to the Administrative Agent for its benefit and Agent, for the benefit of the Lender Guaranteed Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment and performance by each Borrower, in each case, when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Obligations. Borrower Obligations owed to the applicable Guaranteed Parties. (b) Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each the Parent Guarantor hereunder and under the other Loan Documents in respect of the Obligations shall in no event exceed the amount which that can be guaranteed by such the Parent Guarantor under applicable Federal law, including applicable federal and state laws relating to the insolvency of debtors debtors. (after giving effect to the right of contribution established in Section 10.02). Each c) The Parent 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 the Parent Guarantor hereunder without impairing the guarantee contained in this Section 10.01 2 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. Guaranteed Party. (d) The guarantee contained in this Section 10.01 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 Amounts and all other Borrower Obligations (other than contingent indemnification then due and contingent expense reimbursement obligations) owing shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding (except for any Letter of Credit that has been Cash Collateralizedcash collateralized, so that it is fully secured or otherwise provided for in a manner reasonably satisfactory to the satisfaction of the Administrative Agent applicable Issuing Lender) and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement, the Parent Borrower and the Subsidiary Borrowers may be free from any Borrower Obligations and (ii) the release and termination of each of the Obligations. Except as provided Parent Guarantor’s First Lien Notes Guarantee and the Exchangeable Notes Guarantee for any reason, in each case, at which time the guarantee contained in this Section 10.12, no 2 shall be automatically released and terminated without any further action from any Person. (e) No payment made by any of Borrower, the GuarantorsParent Guarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Agent or any Lender other Guaranteed Party from any of Borrower, the GuarantorsParent 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 any of the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any the Parent Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such the Parent Guarantor in respect of the Obligations Borrower Obligations, or any payment received or collected from such the Parent Guarantor in respect of any of the Borrower Obligations), remain liable for the Borrower Obligations of each Borrower guaranteed by it hereunder up to the maximum liability of such the Parent Guarantor hereunder until the earliest to occur of (i) the first date on which all the Loans, any Reimbursement Amounts and all other Borrower Obligations then due and owing are paid in full in cash, either no Letter of Credit shall be outstanding or each outstanding (except for any Letter of Credit that has been Cash Collateralized so that it is fully secured cash collateralized, or otherwise provided for in a manner reasonably satisfactory to the satisfaction of the Administrative Agent applicable Issuing Lender) and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X terminated and (Guaranteeii) the guarantee release and other obligations termination of any Guarantor organized under the laws each of the Netherlands expressed to be assumed Parent Guarantor’s First Lien Notes Guarantee and the Exchangeable Notes Guarantee for any reason, in each case, at which time the guarantee contained in this Article X (Guarantee) Section 2 shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or automatically released and terminated without any other applicable financial assistance rules under further action from any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the ProhibitionPerson.

Guarantee. 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 (as from the date of the Substitution Letter) hereby irrevocably and severally, unconditionally and irrevocably, unconditionally: 17.1.1 guarantees to the Administrative Agent for its benefit Security Trustee the due and for punctual payment by the benefit Account Party of all the Outstanding Indebtedness; and 17.1.2 undertakes as primary obligor and not as surety only that, if and whenever the Account Party fails to pay on the due date any fees as part of the Lender Parties, and their permitted indorsees, transferees and assignsOutstanding Indebtedness, the prompt and complete payment and performance Guarantor shall pay, or cause to be paid by a member of the Obligations. Anything herein or in any other Loan Document Group, such sum on demand to the contrary notwithstandingSecurity Trustee. 17.2 As a separate and independent stipulation, the maximum liability Guarantor hereby irrevocably and unconditionally agrees that, if any amounts hereby guaranteed are not recoverable on the footing of each Guarantor hereunder and under the other Loan Documents in respect a guarantee, whether by reason of any legal limitation, disability or incapacity on or 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 debtors (after giving effect to the right of contribution established in Section 10.02). 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 Section 10.01 or affecting the rights and remedies of the Administrative Agent or any other Lender Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Account Party or any other Person fact or received circumstance, whether known to the Security Trustee or collected 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 Administrative Agent Guarantor on demand. 17.3 If the Guarantor fails to pay on the due date any sum (whether of principal, interest or any Lender otherwise) due under this Guarantee, interest will accrue, and become payable upon demand by the Security Trustee, upon the sum unpaid from any and including the date upon which it fell due at the Default Rate for periods of such duration as 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 Security Trustee may determine from time to time in reduction time. For so long as the default continues such rate of or in payment of the Obligations interest shall be deemed to modify, reduce, release or otherwise affect recalculated on a similar basis at the liability end of any Guarantor hereunder each successive period so determined by the Security Trustee. Any such interest 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 is not paid in full in cash, either no Letter of Credit when due shall be outstanding or compounded at the end of each outstanding Letter of Credit has been Cash Collateralized such period determined by the Security Trustee for so that long as it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitionremains unpaid.

Guarantee. Each (a) Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees guarantees, as primary obligor and not merely as surety, to the Administrative Collateral Agent for its benefit and for the benefit of the Lender Secured Parties, and their permitted indorsees, transferees and assigns, the prompt and complete payment (and not of collection) and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsFirst Lien Obligations (other than, in the case of the Borrower, in respect of its own obligations), whether currently existing or hereafter incurred. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Credit Party to pay any First Lien Obligation when and as the same shall become due (whether at the stated maturity, by acceleration or otherwise), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties the amount of such unpaid First Lien Obligation. Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Sections 3 and 5 hereof. (b) Anything herein or in any other Loan Credit Document or in any Additional First Lien Agreement to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Loan Credit Documents in respect of the Obligations and any Additional First Lien Agreement shall in no event exceed the amount which that can be guaranteed by such Subsidiary Guarantor under applicable Federal and state laws Applicable Laws relating to the insolvency of debtors debtors. (after giving effect c) To the extent the Borrower would be required to do so pursuant to Section 13.5 of the right Credit Agreement (whether or not then in effect) or any comparable provision of contribution established any Additional First Lien Agreement, each Guarantor further agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the Collateral Agent or any other Secured Party in Section 10.02). enforcing or preserving any rights with respect to, or collecting, any or all of the First Lien Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee. (d) Each Guarantor agrees that the First Lien 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 Section 10.01 Guarantee or affecting the rights and remedies of the Administrative Collateral Agent or any other Lender Secured Party hereunder. The guarantee contained in this Section 10.01 shall remain in full force and effect until all the Obligations . (other than contingent indemnification and contingent expense reimbursement obligationse) shall have been satisfied by No payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment payments made by the Borrower, any of the GuarantorsGuarantor, any other Loan Party guarantor or any other Person or received or collected by the Administrative Collateral Agent or any Lender 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 First Lien 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 First Lien Obligations or any payment payments received or collected from such Guarantor in respect of the First Lien Obligations), remain liable for the First Lien Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full in cashTermination Date. (f) Each Guarantor agrees that whenever, either no Letter of Credit at any time, or from time to time, it shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured make any payment to the satisfaction Collateral Agent or any other 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. (g) Each Guarantor assumes all responsibility for being and keeping itself informed of the Administrative Agent Borrower’s and each other Credit Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations and the Commitments are irrevocably terminated. nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks. (h) Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.contained herein:

Guarantee. Each To induce Secured Party to enter into an Agreement with or otherwise extend financial accommodations to EPAZZ, INC. Customer"), the undersigned Guarantor unconditionally guarantees to Secured Party the prompt payment when due of all Customer's obligations to Secured Party. Secured Party shall not be required to proceed against the Customer or the Equipment or enforce any other remedy before proceeding against the undersigned. The undersigned waives notice of acceptance hereof and all other notices or demand of any kind to which the undersigned may be entitled. The undersigned consents to any extensions or modifications granted to Customer and the release and/or compromise of any obligations of Customer or any other obligors and guarantors or any collateral therefore without notice and without In any way releasing the undersigned from his or her obligations hereunder. Guarantor waives any right to require Secured Party to apply payments in a certain manner and acknowledges that Secured Party may apply payments received In the fashion most advantageous to Secured Party. Furthermore, Guarantor waives any and all claims against Customer, by subrogation or otherwise, until such time as Customer's obligations to Secured Party are fully and finally satisfied. This is a continuing guarantee and shall not be discharged, impaired or affected by death of the Guarantors herebyundersigned or the existence or nonexistence of Customer as a legal entity. This continuing Guarantee shall bind the heirs, jointly administrators, representatives, successors, and severally, unconditionally assigns of the undersigned and irrevocably, guarantees to the Administrative Agent for its benefit and may be enforced by or for the benefit of any assignee or successor of Secured Party. The provisions of the Lender PartiesGuarantee shall extend to and apply to all the obligations of Customer to Secured Party, now existing or hereafter made, incurred or created, however arising, and their permitted indorseeswhether set forth in separate agreements, transferees schedules, applications, orders or collateral documents. The execution of this Guarantee shall not extinguish, release or waive any existing obligations, promises, or guarantees of Guarantor for the benefit of Secured Party. The undersigned agrees to pay a reasonable attorney's fee, and assigns, all other costs and expenses incurred by Secured Party or its successors or assigns '" the prompt and complete payment and performance enforcement of the ObligationsGuarantee, whether or not a lawsuit is started. Anything herein or in any other Loan Document The undersigned personal guarantor consents to Financial Pacific leasing, LLC obtaining a consumer credit report on 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 debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor agrees that the Obligations may at any time and undersigned from time to time exceed In the amount credit evaluation and review process. Law Which Applies, THIS AGREEMENT IS GOVERNED BY WASHINGTON LAW. EACH GUARANTOR CONSENTS TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF WASHINGTON FOR ANY DISPUTE, SUIT OR ACTION ARISING UNDER OR IN RELATION TO THIS GUARANTEE AND AGREES THAT ALL LAWSUITS COMMENCED BY A GUARANTOR AGAINST SECURED PARTY MUST BE FILED IN SUCH COURTS. AT SECURED PARTY'S SOLE OPTION, VENUE (LOCATION) FOR ANY PROCEEDING SHALL BE IN KING COUNTY, STATE OF WASHINGTON. EACH GUARANTOR WAIVES THE RIGHT TO A JURY TRIAL SECURED PARTY SHALL HAVE THE OPTION OF COMMENCING AN ACTION IN ANY COURT HAVING PROPER JURISDICTION. This Guarantee and each of the liability Its provisions may be waived or modified only by record signed by Secured Party. Secured Party's waiver of such Guarantor any right to demand performance hereunder without impairing the guarantee contained in this Section 10.01 shall not be a waiver of any subsequent or affecting the rights and remedies of the Administrative Agent or any other Lender Party right to demand performance hereunder. The guarantee contained in If any provision of this Section 10.01 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) shall have been satisfied by payment in full in cash, no Letter of Credit Guarantee shall be outstanding or each outstanding Letter of Credit has been Cash Collateralizeddetermined to be unenforceable, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments then such provision shall be irrevocably terminated, notwithstanding that severed from time to time any Loan Party may be free from any of the Obligations. Except as provided in Section 10.12, no payment made by any of the Guarantors, any other Loan Party or any other Person or received or collected by the Administrative Agent or any Lender from 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding this Guarantee without affecting any other provision of this Article X the Guarantee which shall remain fully enforceable. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (GuaranteeNo Title) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (GuaranteeNo Title) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.▇▇▇▇▇ ▇▇▇▇▇▇▇ Date 8/14/2012 Social Security # xxxxxxxxx Date Social Security # Home Phone #xxx-xxx-xxxx Home Phone # Date Social Security # Date Social Security # Home Phone # Home Phone #

Guarantee. (a) Each of Guarantor hereby absolutely, irrevocably and unconditionally guarantees to the Guarantors herebySecured Parties, jointly with the other Guarantors and severally, unconditionally as a primary obligor and irrevocably, guarantees to the Administrative Agent for its benefit and for the benefit of the Lender Parties, and their permitted indorsees, transferees and assignsnot merely as a surety, the prompt due and complete punctual payment and performance of the Obligations. 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 debtors (after giving effect to the right of contribution established in Section 10.02). Each Guarantor further agrees that the Obligations may at be increased, 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 time increase, extension or renewal of any Obligation. Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and from time protest to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 10.01 or affecting the rights and remedies of the Administrative Agent Borrower or any other Lender Party hereunderGrantor of any Obligation, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. The guarantee contained in this Section 10.01 Each Guarantor hereby further jointly and severally agrees that if the Borrower shall remain fail to pay in full force and effect until all the Obligations when due (other than contingent indemnification and contingent expense reimbursement obligationswhether at stated maturity, by acceleration or otherwise) shall have been satisfied by payment in full in cash, no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party may be free from any of the Obligations. Except as provided , such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in Section 10.12, no the case of any extension of time of payment made by or renewal of any of the GuarantorsObligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) Notwithstanding any other Loan Party provision of this Agreement to the contrary, it is intended that this Agreement, and any Liens granted hereunder by each Guarantor to secure the obligations and liabilities arising pursuant to this Agreement, not constitute a “Fraudulent Conveyance” (as defined below). Consequently, each Guarantor agrees that if this Agreement, or any other Person Liens securing the obligations and liabilities arising pursuant to this Agreement, would, but for the application of this sentence and taking into account the provisions of Section 5.02, constitute a Fraudulent Conveyance, this Agreement and each such Lien shall be valid and enforceable only to the maximum extent that would not cause this Agreement or received such Lien to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times. For purposes hereof, “Fraudulent Conveyance” means a fraudulent conveyance or collected by the Administrative Agent or any Lender from any fraudulent transfer under Section 548 of the Guarantors, any other guarantor Bankruptcy Code or any other Person by virtue a fraudulent conveyance or fraudulent transfer under the provisions of any action applicable fraudulent conveyance or proceeding fraudulent transfer law or similar law of any set-off state, nation or appropriation or application at any time or other governmental unit, as in effect 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 in cash, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibitiontime.

Guarantee. (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent for its benefit and Agent, for the ratable benefit of the Lender Parties, Lead Agents and the Lenders and their respective, permitted successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the 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 in respect of the Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable Federal federal and state laws relating to the insolvency of debtors and fraudulent conveyances or transfers (after giving effect to the right of contribution established in Section 10.022.2). . (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 Section 10.01 2 or affecting the rights and remedies of the Administrative any Lead Agent or any other Lender Party hereunder. . (d) The guarantee contained in this Section 10.01 2 shall remain in full force and effect until all the Obligations (other than contingent indemnification and contingent expense reimbursement obligations) the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full in cash(excluding contingent indemnification obligations or obligations with respect to Specified Hedge Agreements), no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized, so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be irrevocably terminated, notwithstanding that from time to time any Loan Party during the term of the Credit Agreement the Borrower may be free from any of the Obligations. Except as provided in Section 10.12, no . (e) No payment made by the Borrower, any of the Guarantors, any other Loan Party guarantor or any other Person or received or collected by the Administrative any Lead Agent or any 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 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 in cashfull, either no Letter of Credit shall be outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments are irrevocably terminated. Notwithstanding any other provision of this Article X (Guarantee) the guarantee and other obligations of any Guarantor organized under the laws of the Netherlands expressed to be assumed in this Article X (Guarantee) shall be deemed not to be assumed by such Guarantor organized under the laws of the Netherlands to the extent that the same would constitute unlawful financial assistance within the meaning of Article 2:98c of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Guarantors organized under the laws of the Netherlands will continue to guarantee all such obligations which, if included, do not constitute a violation of the Prohibition.