Common use of Obligations Unconditional Clause in Contracts

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the each Subsidiary Guarantors Guarantor under Section 12.1 6.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company or any Obligor (other than such Subsidiary Guarantor) under this Agreement Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the any Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and each of the Subsidiary Guarantors under Section 12.1 1 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Transaction Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor other than payment in full of the Guaranteed Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted) and termination of the Purchase Agreements in accordance with their terms, it being the intent of this Section 12.1 3 that the obligations of Holdings and the Subsidiary Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against any Note Party for amounts paid under this Guaranty until the Guaranteed Obligations are paid in full (other than contingent indemnification obligations to the Payment extent no claim giving rise thereto has been asserted) and the Purchase Agreements have terminated in Full of the Guaranteed Obligationsaccordance with its terms. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by applicable law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, any Guarantor hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Purchase Agreements, the Transaction Documents, or any other agreement or instrument referred to herein in the Purchase Agreements or the Transaction Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Purchase Agreements, the Transaction Documents, or any other Loan Document agreement or instrument referred to in the Purchase Agreements or the Transaction Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with, in each case, in accordance with the Transaction Documents; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail be determined to be perfected. Each void or voidable (including, without limitation, for the benefit of Holdings and any creditor of any Guarantor) or shall be subordinated to the Subsidiary Guarantors hereby expressly waives diligenceclaims of any Person (including, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security forwithout limitation, any creditor of the Guaranteed Obligationsany Guarantor).

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower or any other Guarantor under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawall applicable Laws, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 12.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than circumstances. Without limiting the Payment in Full generality of the Guaranteed Obligationsforegoing, it is expressly agreed that the Israeli Guarantee Law, 1967 (the “Israeli Guarantee Law”) shall not apply to this Agreement or to any Loan Document and that should the Israeli Guarantee Law for any reason be deemed to apply to this Agreement or to any Loan Document, each Guarantor organized under the laws of Israel (including the Eloxx ISR) hereby irrevocably and unconditionally waives all rights and defenses under the Israeli Guarantees Law that may have been available to it under the Israeli Guarantee Law. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower or any other Guarantor under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. Without limiting any provisions of this Section 12, each Guarantor waives and agrees not to assert, to the fullest extent permitted by law, any other defences or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties, or which may conflict with the terms of this Section. Each Guarantor waives the benefit of California Civil Code Section 2815 permitting termination or revocation of the continuing nature of this guarantee and the benefits of any rights and defences which are or may become available by reason of California Civil Code Sections 2787 through 2855, 2899 and 3433.

Obligations Unconditional. The obligations of Holdings the Guarantor under this Guaranty constitute a present and the Subsidiary Guarantors under Section 12.1 continuing guaranty of payment and not collectability and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement the Shelf Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, Guarantor hereunder which shall remain absolute and unconditional as described above: (a) at any time amendment or from time to time, without notice to Holdings modification of any provision of the Shelf Agreement or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or such performance of any furnishing or compliance shall be waivedacceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (b) any waiver, consent, extension, granting of the acts mentioned time, forbearance, indulgence or other action or inaction under or in any of the provisions respect of this Agreement or the Notes, or any other agreement exercise or instrument referred to herein shall be done non-exercise of any right, remedy or omittedpower in respect hereof or thereof; (c) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the maturity Company or any other Person or the properties or creditors of any of them; (d) the Guaranteed Obligations shall be acceleratedoccurrence of any Default or Event of Default under, or any of the Guaranteed Obligations shall be modified, supplemented invalidity or amended in any respectunenforceability of, or any right under this Agreement misrepresentation, irregularity or other defect in, the Shelf Agreement, the Notes or any other Loan Document shall be waived agreement; (e) any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any person, any change in the ownership of any shares of capital stock of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company; (f) any default, failure or delay, willful or otherwise, on the part of the Company or any other guarantee person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Guaranteed Obligations Shelf Agreement, the Notes or any security therefor shall be released other agreement; (g) any suit or exchanged other action brought by, or any judgment in whole favor of, any beneficiaries or creditors of, the Company or any other person for any reason whatsoever, including without limitation any suit or action in part any way attacking or otherwise dealt withinvolving any issue, matter or thing in respect of the Shelf Agreement, the Notes or any other agreement; (h) any lack or limitation of status or of power, incapacity or disability of the Company or any trustee or agent thereof; or (di) any Lien other thing, event, happening, matter, circumstance or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices condition whatsoever, and not in any requirement that way limited to the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligationsforegoing.

Obligations Unconditional. The obligations of Holdings and the each Subsidiary Guarantors Guarantor under Section 12.1 3.01 constitute a guarantee of payment and to the fullest extent permitted by applicable law are absolute absolute, irrevocable and unconditionalunconditional and are joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower other Loan Parties under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the their respective Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense defense, set-off or counterclaim of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute absolute, irrevocable and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute absolute, irrevocable and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the their respective Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or released; (bii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (ciii) the maturity of any of the their respective Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented supplemented, amended or amended partially terminated in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein shall be amended or waived in any respect or any other guarantee of any of the their respective Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) the Guaranteed Obligations at any time or from time to time shall exceed the amount of liability of such Subsidiary Guarantor; (v) any security interest, guarantee or right of offset shall be sold off, exchanged, waived, surrendered or released; or (dvi) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent, any Lender or Lenders or any other Guaranteed Party as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent Administrative Agent, any Lender or the Lenders any other Guaranteed Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of their respective Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by applicable law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Guaranteed Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Guaranteed Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Guaranteed Parties, and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Guaranteed Parties, until the payment and satisfaction in full of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Credit Documents or any other agreement or instrument referred documents relating to hereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawapplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances, but subject in any case to Sections 10.10 and 10.12. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other than Guarantor for amounts paid under this Article IV until such time as the Payment Obligations have been irrevocably paid in Full of full and the Guaranteed Obligationscommitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Credit Documents, or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to herein therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Credit Documents or other documents relating to the Guaranteed Obligations, or any other Loan Document agreement or instrument referred to therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that the Administrative Agent or any holder of the Lenders Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Credit Documents or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to hereintherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The (a) Upon effectiveness, the obligations of Holdings the Guarantor hereunder constitute a present and the Subsidiary Guarantors under Section 12.1 continuing guaranty of payment and not of collectibility and are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to hereinObligations, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawapplicable Law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors Guarantor hereunder shall shall, upon effectiveness, be absolute and unconditional unconditional, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, Guarantor hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bi) any amendment or modification of the acts mentioned in any of the provisions provision of this Agreement or any other agreement of the TCW Sub Notes or instrument referred to herein shall be done any assignment or omitted; (c) transfer thereof, including without limitation the maturity renewal or extension of the time of payment of any of the Guaranteed Obligations shall be acceleratedTCW Sub Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the TCW Sub Notes; (ii) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement or the TCW Sub Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (iii) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to Inland or any other Person or the Guaranteed Obligations shall be modified, supplemented Properties or amended in creditors of any respectof them; (iv) the occurrence of any Default or Event of Default under, or any right under invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement Agreement, the TCW Sub Notes or any other Loan Document shall be waived Note Purchase Document; (v) any transfer of any assets to or from Inland, including without limitation any transfer or purported transfer to Inland from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of Inland with or into any Person, any change in the ownership of any shares of capital stock or similar equity interests of Inland, or any change whatsoever in the objects, capital structure, constitution or business of Inland; (vi) any default, failure or delay, willful or otherwise, on the part of Inland or any other guarantee Person to perform or comply with, or the impossibility or illegality of any of the Guaranteed Obligations performance by Inland or any security therefor shall be released other Person of, any term of this Agreement, the TCW Sub Notes or exchanged any other Note Purchase Document; (vii) any suit or other action brought by, or any judgment in whole favor of, any beneficiaries or creditors of, Inland or any other Person for any reason whatsoever, including without limitation any suit or action in part any way attacking or otherwise dealt withinvolving any issue, matter or thing in respect of this Agreement, the TCW Sub Notes or any other Note Purchase Document; (viii) any lack or limitation of status or of power, incapacity or disability of Inland or any trustee or agent thereof; or (dix) any Lien other thing, event, happening, matter, circumstance or security interest granted tocondition whatsoever, or not in favor of, any way limited to the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors foregoing. (b) The Guarantor hereby expressly unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that the Agent or the Lenders any Holder of a TCW Sub Note exhaust any right, power or remedy or proceed against the Borrower Inland under this Agreement or the TCW Sub Notes or any other agreement or instrument referred to hereinNote Purchase Document, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (c) In the event that the Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Guarantor shall not exercise any subrogation or other rights hereunder or the TCW Sub Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against Inland, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to the Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders of the TCW Sub Notes and shall forthwith be paid to such Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Guarantor agrees that its obligations under this Section shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of Inland is rescinded or must be otherwise restored by any Holder of a TCW Sub Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) The guarantee in this Section is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, the obligations of the Borrower under this Agreement other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 14.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (aI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to Holdings or the Subsidiary GuarantorsWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED; (bII) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED; (cIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt withOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR (dIV) any Lien or security interest granted toANY LIEN OR SECURITY INTEREST GRANTED TO, or in favor ofOR IN FAVOR OF, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfectedAGENT, THE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligenceEACH GUARANTOR HEREBY EXPRESSLY WAIVES DILIGENCE, presentmentPRESENTMENT, demand of paymentDEMAND OF PAYMENT, protest and all notices whatsoeverPROTEST AND ALL NOTICES WHATSOEVER, and any requirement that the Agent or the Lenders exhaust any rightAND ANY REQUIREMENT THAT AGENT, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to hereinTHE ISSUING BANK OR ANY LENDER EXHAUST ANY RIGHT, or against any other Person under any other guarantee ofPOWER OR REMEDY OR PROCEED AGAINST BORROWERS OR ANY OTHER GUARANTOR HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN, or security forOR AGAINST ANY OTHER PERSON UNDER ANY OTHER GUARANTEE OF, any of the Guaranteed ObligationsOR SECURITY FOR, ANY OF THE OBLIGATIONS, AND HEREBY WAIVE THE BENEFITS OF DIVISION AND DISCUSSION.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee Guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawLaw, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than payment in full in cash of the Obligations (excluding contingent obligations as to which no claims have been made)), it being the intent of this Section 12.1 13.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee Guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee Guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable requirements of law, are absolute absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement or any other agreement or instrument referred to hereinAgreement, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) the release of any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail other Guarantor pursuant to be perfectedSection 7.9. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to hereinAgreement, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Lender upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Lender, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by Lender or any other person at any time of any right or remedy against Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors GATX Rail under Section 12.1 2.01 hereof are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Credit Agreement or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, and irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the Subsidiary Guarantors GATX Rail hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, GATX Rail hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsGATX Rail, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this the Credit Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this the Credit Agreement or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors GATX Rail hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower under this the Credit Agreement or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11(a) are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement Note or any Related Document, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 11(b) that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Maker or any other Guarantor for amounts paid under this Section 11 until such time as the Secured Obligations (other than the Payment contingent indemnification obligations for which no claim has been asserted) have been paid in Full of the Guaranteed Obligationsfull. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Secured Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement any of the Note or any Related Document, or any other agreement or instrument referred to herein in the Note or Related Documents shall be done or omitted; (ciii) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Note or Related Documents, or any other Loan Document agreement or instrument referred to in the Note or Related Documents shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest lien granted to, or in favor of, the Secured Parties Payee as security for any of the Guaranteed Secured Obligations shall fail to attach or be perfected; or (v) any of the Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders Payee exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Note or Related Documents, or any other agreement or instrument referred to hereinin the Note or Related Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Secured Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Note Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Payment in Full of the Guaranteed ObligationsNote Purchase Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Note Documents, or any other agreement or instrument referred to herein in the Note Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Note Documents, or any other Loan Document agreement or instrument referred to in the Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the any Secured Parties Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Note Documents, or any other agreement or instrument referred to hereinin the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of Holdings and the Subsidiary Terra Guarantors under Section 12.1 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Terra Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 8.02 that the obligations of Holdings and the Subsidiary Terra Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full circumstances. (b) The obligations of the TNLP Guarantors under Section 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of TNLP under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the TNLP Guaranteed Obligations. , and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 8.02 that the obligations of the TNLP Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. (c) Without limiting the generality of the foregoingforegoing clauses (a) and (b), it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent, any Issuing Bank or any Lender as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent Administrative Agent, any Issuing Bank or the Lenders any Lender exhaust any right, power or remedy or proceed against the either Borrower under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower Company under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of Holdings the Irish Holdco, Irish Sub Holdco and the Subsidiary Guarantors Lux Holdco under Section 12.1 10.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents or any other agreement or instrument referred documents relating to hereinthe Secured Obligations, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than payment in full in cash of the Secured Obligations, other than contingent indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made), it being the intent of this Section 12.1 10.02 that the obligations of Holdings the Irish Holdco, Irish Sub Holdco and the Subsidiary Guarantors Lux Holdco hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full circumstances. Each of the Guaranteed Obligations. Irish Holdco, Irish Sub Holdco and Lux Holdco agree that they shall have no right of subrogation, indemnity, reimbursement or contribution against a Borrower or any other Guarantor for amounts paid under this Article X until such time as the Secured Obligations have been paid in full in cash and the Commitments have expired or terminated. (b) Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings the Irish Holdco, Irish Sub Holdco or the Subsidiary Guarantors Lux Holdco hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings the Irish Holdco, Irish Sub Holdco or the Subsidiary GuarantorsLux Holdco, the time for any performance of or compliance with any of the Guaranteed Secured Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents or any other agreement or instrument referred documents relating to herein the Secured Obligations shall be done or omitted; (ciii) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents or any other Loan Document documents relating to the Secured Obligations shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Administrative Agent, the Collateral Agent or any other holder of the Secured Parties Obligations as security for any of the Guaranteed Secured Obligations shall fail to attach or be perfected. Each ; or (v) any of Holdings the Secured Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of the Irish Holdco, Irish Sub Holdco or Lux Holdco) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of the Irish Holdco, Irish Sub Holdco or Lux Holdco). (c) With respect to its obligations hereunder, each of the Irish Holdco, Irish Sub Holdco and the Subsidiary Guarantors Lux Holdco hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or any other holder of the Lenders Secured Obligations exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Loan Documents or any other agreement or instrument referred documents relating to hereinthe Secured Obligations, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Secured Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or Foreign Currency Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawapplicable Law, irrespective of any Law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower or any other than Guarantor for amounts paid under this Article IV until such time as the Payment Obligations have been paid in Full of full and the Guaranteed ObligationsCommitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Loan Document Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to hereinin the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunderhereunder (and each Guarantor hereby also waives to the extent permitted by Law any defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation (A) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (C) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (D) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above. (v) any Lien or security interest granted to, or in favor of, the Secured Parties an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (vi) the release of any other Guarantor pursuant to Section 11.10. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute primary, absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Guaranteed Obligations under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full full of the Guaranteed ObligationsObligations with respect to the Secured Obligations set forth in clauses (a) and (b) of the definition thereof). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement Agreement, the other Loan Documents or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the any Secured Parties Party as security for any of the Guaranteed Obligations shall fail to be perfectedvalid, perfected or to have the priority required under the Loan Documents; or (e) the release of any other Guarantor pursuant to Section 7.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive, to the fullest extent permitted by applicable Legal Requirements, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive , to the fullest extent permitted by applicable Legal Requirements, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall be primary and shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.1 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the any Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.9, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties an Issuing Lender or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (e) the release of any other Guarantor pursuant to Section 11.9. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the any Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against any Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 11.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (e) the release of any other Guarantor pursuant to Section 11.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and each of the Subsidiary Guarantors Borrowers under Section 12.1 9.1 are continuing, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower other Borrowers under this Agreement or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed ObligationsObligations or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time held by the Agent or the Lenders, and, to the fullest extent permitted by law, applicable law irrespective of any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) that might otherwise constitute constitute, or might be construed to constitute, a legal or equitable discharge or defense defense, setoff or counterclaim of a surety the other Borrowers for the Obligations, or guarantorthe Borrowers under this Article IX, in bankruptcy or in any other instance, it being the intent of this Section 12.1 9.2 that the obligations of Holdings and each of the Subsidiary Guarantors hereunder Borrowers under this Article IX shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or each of the Subsidiary Guarantors hereunder, Borrowers under this Article IX which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsBorrowers, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Credit Agreement or any other Loan Credit Document or agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Agent or any Lender as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings the Borrowers waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Lender upon this cross guaranty or acceptance of this cross guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this cross guaranty; and all dealings between any of the Borrowers, on the one hand, and the Subsidiary Guarantors Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this cross guaranty. Each of the Borrowers hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the any Borrower under this Credit Agreement or any other Credit Document or agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. When pursuing its rights and remedies under this Article IX against a Borrower, the Agent and each Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the other Borrowers or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Agent or any Lender to pursue such other rights or remedies or to collect any payments from the other Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of setoff, or any release of the other Borrowers or any such other Person or of any such collateral security, guarantee or right of setoff, shall not relieve the Borrowers of any liability under this Article IX, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Agent and the Lenders against the Borrowers.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Account Parties under this Agreement or any other agreement or instrument referred to hereinherein or therein, or any substitution, release release, non-perfection or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 Article that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than (and any defenses arising from the Payment in Full of foregoing are hereby waived to the Guaranteed Obligationsextent permitted by applicable law). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted;; or (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) and any Lien or security interest granted to, or in favor of, other defenses arising from the Secured Parties as security for any of foregoing are hereby waived to the Guaranteed Obligations shall fail to be perfectedextent permitted by applicable law. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Collateral Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower any Account Party under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors Guarantor under Section 12.1 are 9.01 (Guarantee) shall be continuing, irrevocable, primary, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement any Financing Document or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 9.02 that the obligations of Holdings and the Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter alter, limit or impair the liability of Holdings or the Subsidiary Guarantors Guarantor hereunder, which shall remain absolute and unconditional unconditional, as described above, without regard to and not be released, discharged or in any way affected (whether in full or in part) by: (a) at any time modification or from time to timeamendment (including, without notice to Holdings limitation, by way of amendment, extension, renewal, novation or the Subsidiary Guarantorswaiver), or any acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Guaranteed Obligations shall be extended, or such performance any Financing Document or compliance shall be waivedany other agreement or instrument whatsoever relating thereto; (b) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the acts mentioned in any liability of the provisions Guarantor hereunder or of this Agreement any other guarantee of all or any other agreement or instrument referred to herein shall be done or omittedpart of the Guaranteed Obligations; (c) the maturity any exchange, substitution, release, non-perfection or impairment of any collateral securing payment of any Guaranteed Obligation; (d) any release of any other Person (including, without limitation, any other guarantor with respect to the Guaranteed Obligations) from any personal liability with respect to all or any part of the Guaranteed Obligations shall be acceleratedObligations; (e) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as applicable law may dictate, of all or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any part of the Guaranteed Obligations or any security therefor shall be released other guarantee of (including, without limitation, any letter of credit issued with respect to) all or exchanged in whole or in any part or otherwise dealt with; orof the Guaranteed Obligations; (df) any Lien agreement not to pursue or security interest granted toenforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order or otherwise) any right or remedy in favor ofrespect of any Guaranteed Obligation, the Secured Parties as any guarantee or other liability in respect thereof or any collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any liens in any such collateral or other security; (g) the exercise of any right or remedy available under the Financing Documents, at law, in equity or otherwise in respect of any collateral or other security for any Guaranteed Obligation or for any guarantee or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (h) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement obligations of the Loan Parties or instrument referred to herein, or against any other Person under directly or indirectly liable for any Guaranteed Obligations, regardless of what Guaranteed Obligations may remain unpaid after any such application; (i) any other guarantee circumstance that might otherwise constitute a legal or equitable discharge of, or security fora defense, set-off or counterclaim available to the Loan Parties, the Guarantor or a surety or guarantor generally, other than irrevocable payment, performance, satisfaction or discharge in full (in accordance with the terms of the applicable Financing Document); (j) the giving of any consent to the merger or consolidation or, the sale of substantial assets by, or other restructuring or termination of the existence of the Loan Parties or any other Person or any disposition of any shares of the Guarantor; or (k) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation. The Guarantor acknowledges and agrees that the Guaranteed Obligations include interest on the Guaranteed Obligations at the applicable rate therefor under the Financing Documents, which accrues after the commencement of any such proceeding (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Guaranteed Obligations include the interest which would have accrued on such portion of the Guaranteed Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Guaranteed Obligations which is guaranteed by the Guarantor should be determined without regard to any rule of law or order which may relieve a Loan Party of any portion of the Guaranteed Obligations. The Guarantor will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced. (l) Should any money due or owing hereunder not be recoverable from the Guarantor for any reason, whether by operation of law or otherwise, then, in any such case, such money shall nevertheless be recoverable by the Collateral Agent from the Guarantor as though the Guarantor were the principal debtor in respect thereof and not merely a guarantor and shall be paid by the Guarantor forthwith.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower and the Restricted Subsidiaries under this Agreement Agreement, the other Loan Documents, the Secured Hedge Agreements, the Treasury Services Agreements, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 11.10. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any Restricted Subsidiary under this Agreement Agreement, the other Loan Documents, the Secured Hedge Agreements, the Treasury Services Agreements or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Restricted Subsidiaries and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or the Restricted Subsidiaries or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Credit Documents or Hedging Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other than the Payment in Full Guarantor of the Guaranteed ObligationsObligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, any Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this any of the Credit Documents, any Hedging Agreement or any other agreement or instrument referred to herein in the Credit Documents or Hedging Agreements shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Credit Documents, any Hedging Agreement or any other Loan Document agreement or instrument referred to in the Credit Documents or Hedging Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (v) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Credit Documents, any Hedging Agreement or any other agreement or instrument referred to hereinin the Credit Documents or Hedging Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, Obligations and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances Guarantor (except for payment in full (other than the Payment in Full of the Guaranteed Obligationscontingent indemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the any Lender or Agent or other Secured Parties Party as security for any of the Guaranteed Obligations shall fail to be perfectedvalid, perfected or have the priority required under the Loan Documents; or (e) the release of any other Subsidiary Guarantor pursuant to Section 7.09. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any other Subsidiary Guarantor(s) under this Agreement Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, the obligations of the Borrower under this Agreement other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 14.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (aI) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to Holdings or the Subsidiary GuarantorsWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED; (bII) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED; (cIII) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt withOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR (dIV) any Lien or security interest granted toANY LIEN OR SECURITY INTEREST GRANTED TO, or in favor ofOR IN FAVOR OF, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligenceAGENT, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed ObligationsTHE ISSUING BANK OR ANY LENDER OR LENDERS AS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (e) the release of any other Guarantor pursuant to Section 11.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Note Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than the Payment contingent indemnification obligations for which no claim has been asserted) have been paid in Full of the Guaranteed Obligationsfull and all Delayed Draw Note Commitments have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Note Documents, or any other agreement or instrument referred to herein in the Note Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Note Documents, or any other Loan Document agreement or instrument referred to in the Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Collateral Agent or any Purchaser as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Collateral Agent or the Lenders any Purchaser exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Note Documents, or any other agreement or instrument referred to hereinin the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of Holdings and the Subsidiary Member Guarantors under Section 12.1 2.01 are absolute joint and several and constitute a present and continuing guaranty of payment and not collectibility and are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement the Note and Guarantee Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the Subsidiary Member Guarantors hereunder shall be absolute absolute, irrevocable and unconditional unconditional, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, any Member Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described above: (a1) at any time amendment or from time to time, without notice to Holdings modification of any provision of the Note and Guarantee Agreement or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including the release of any other Member Guarantor as contemplated by Section 5.07) so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Parent Guarantor, the Company, the Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement; (5) any transfer or purported transfer of any assets to or from the Parent Guarantor, the Company or the Guarantor, including without limitation, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the Company or the Guarantor with or into any Person, any change in the ownership of any shares of capital stock or other equity interests of the Parent Guarantor, the Company or the Guarantor, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Company or the Guarantor; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Company or the Guarantor or any other Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor, the Company or compliance shall be waivedthe Guarantor or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favour of, any beneficiaries or creditors of, the Parent Guarantor, the Company or the Guarantor or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes, any other Member Guarantee given by another Member Guarantor or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Parent Guarantor, the Company or the Guarantor or any trustee or agent thereof; or (9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations). (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right The guarantee under this Agreement or any other Loan Document shall be waived or any other Section 2 is a guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings payment and the Subsidiary Guarantors not collectibility and each Member Guarantor hereby expressly unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that the Agent or the Lenders any Holder exhaust any right, power or remedy or proceed against the Borrower Parent Guarantor, the Company or the Guarantor under this the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Member Guarantor, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (c) In the event that any Member Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Member Guarantor shall not exercise any subrogation or other rights hereunder or, under the Notes or under the Note and Guarantee Agreement and such Member Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor, the Company, the Guarantor or any other Member Guarantor, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. If any amount shall be paid to any Member Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Member Guarantor agrees that its obligations under this Deed of Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company is rescinded or must be otherwise restored by any Holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and indemnity and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. This Section 2 is a principal and independent obligation and, except for stamp duty purposes, is not ancillary or collateral to another document, agreement, right or obligation. If an event permitting or causing the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Guarantor or the Company or any other Person of a case or proceeding under a bankruptcy or insolvency law, each Member Guarantor agrees that, for purposes of this Deed of Guarantee and its obligations hereunder, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the Holders had accelerated the same in accordance with the terms of the Note and Guarantee Agreement, and each Member Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amount and any other amounts guaranteed hereunder without further notice or demand.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Credit Documents or Hedging Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other than the Payment in Full Guarantor of the Guaranteed ObligationsObligations for amounts paid under this Guaranty until such time as the Lenders (and any Affiliates of Lenders entering into Hedging Agreements) have been paid in full, all Commitments under the Credit Agreement have been terminated and no Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Lenders in connection with monies received under the Credit Documents or Hedging Agreements. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, any Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this any of the Credit Documents, any Hedging Agreement or any other agreement or instrument referred to herein in the Credit Documents or Hedging Agreements shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Credit Documents, any Hedging Agreement or any other Loan Document agreement or instrument referred to in the Credit Documents or Hedging Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent perfected or the Lenders exhaust any right, power shall be released or remedy discharged in whole or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, in part; or (v) any of the Guaranteed ObligationsObligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor).

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 13.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower or any other Subsidiary Guarantor under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawall applicable Laws, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 13.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower or any other Subsidiary Guarantor under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 11.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors Guarantor under Section 12.1 4.1 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents, Swap Contracts, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.2 that the .CHAR1\1170499v7 obligations of Holdings and the Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional under any and all circumstances circumstances. The Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations that survive the Payment termination of this Agreement) have been paid in Full of full and the Guaranteed ObligationsCommitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents, any Swap Contract between the Borrower and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or such Swap Contracts shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Document Documents or such Swap Contracts shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or (d) any Lien of the Obligations shall be determined to be void or security interest granted tovoidable (including, without limitation, for the benefit of any creditor of the Guarantor) or in favor ofshall be subordinated to the claims of any Person (including, without limitation, any creditor of the Guarantor). With respect to its obligations hereunder, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to herein, in the Loan Documents or such Swap Contracts or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings the Pledgor in this Agreement shall be continuing, irrevocable, primary, absolute, and the Subsidiary Guarantors under Section 12.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity regularity, or enforceability of the obligations of the Borrower under this Agreement any Senior Secured Credit Document, or any other agreement or instrument referred to hereintherein, or any substitution, release release, or exchange of any other guarantee of or security for any of the Guaranteed Obligations, Senior Secured Obligations and, to the fullest extent permitted by lawGovernment Rules, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, other than the occurrence of the Discharge Date, it being the intent of this Section 12.1 2.3 that the obligations of Holdings and the Subsidiary Guarantors Pledgor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors Pledgor hereunder, which shall remain absolute and unconditional as described aboveabove without regard to and not be released, discharged, or in any way affected (whether in full or in part) by: (a) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsPledgor, the time for any performance of or compliance with any of the Guaranteed Senior Secured Obligations shall be is extended, or such performance or compliance shall be is waived; (b) any invalidity, irregularity, or unenforceability of all or any part of the acts mentioned in Senior Secured Obligations, any of the provisions of this Agreement Senior Secured Credit Document, or any other agreement or instrument referred to herein shall be done or omittedrelating thereto; (c) any renewal, extension, amendment, or modification of, or supplement to, or deletion from, or departure from, or waiver of, any Senior Secured Credit Document or terms thereof, or any other agreement or instrument relating thereto, or any assignment or transfer of any thereof; (d) any Senior Secured Credit Document is amended or modified, or any change in the manner or place of payment of, or in any other term of, all or any of the Senior Secured Obligations, or any other amendment or waiver of, or any consent to any departure from, any indulgence or other action or inaction under or in respect of, any Senior Secured Credit Document, any of the Collateral, or any other agreement or instrument relating thereto, or any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of any of the Senior Secured Obligations, this Agreement, any other Senior Secured Credit Document, or any other agreement or instrument relating hereto or thereto; (e) the maturity of any of the Guaranteed Senior Secured Obligations shall be is accelerated, or any of the Guaranteed Senior Secured Obligations shall be is modified, supplemented or supplemented, and/or amended in any respect, or any right under this Agreement any Senior Secured Credit Document or any other Loan Document shall be agreement or instrument referred to therein is waived or any other guarantee of any of the Guaranteed Senior Secured Obligations or any security therefor shall be is released or exchanged in whole or in part or otherwise dealt with; or; (df) any Lien or security interest granted to, or in favor of, the Secured Parties T4 Collateral Agent as security for any of the Guaranteed Senior Secured Obligations shall fail fails to be perfected. Each ; (g) the furnishing of Holdings and additional security for the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and Senior Secured Obligations or any requirement that part thereof to the T4 Collateral Agent or any Senior Secured Party or any acceptance thereof by the Lenders exhaust T4 Collateral Agent, or any rightsubstitution, power sale, exchange, release, surrender, or remedy realization of or proceed upon any such security by the T4 Collateral Agent or any Senior Secured Party, or the failure to create, preserve, validate, perfect, or protect any Lien granted to, or purported to be granted to, or in favor of, the T4 Collateral Agent or any Senior Secured Party; (h) any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of the Pledgor or by any defense which the Pledgor may have by reason of the order, decree, or decision of any court or administrative body resulting from any such proceeding. Notwithstanding the above, so long as any Senior Secured Obligation remains outstanding, the Pledgor shall not, without written consent of the T4 Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower under this Agreement Company; (i) any judicial or non-judicial foreclosure or sale of, or other election of remedies with respect to, any interest in other Collateral serving as security for all or any part of the Senior Secured Obligations, even though such foreclosure, sale, or election of remedies may impair the subrogation rights of either the Company or the Pledgor or may preclude the Company or the Pledgor from obtaining reimbursement, contribution, indemnification, or other recovery from the Company or any other agreement Person and even though the Company or instrument referred to hereinthe Pledgor may not, as a result of such foreclosure, sale, or against election of remedies, be liable for any deficiency; (j) any act or omission of the T4 Collateral Agent or any other Person under that directly or indirectly results in or aids the discharge or release of the Pledgor or any part of the Senior Secured Obligations or any security or guarantee (including any letter of credit) for all or any part of the Senior Secured Obligations by operation of law or otherwise (other than the occurrence of the Discharge Date); or (k) any other guarantee circumstance that might otherwise constitute a defense available to, or discharge of, the Pledgor or security for, any third party with respect to the payment in full of the Guaranteed Senior Secured Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower any Loan Party under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.;

Obligations Unconditional. The obligations of Holdings the Guarantors and the Subsidiary Guarantors Borrower under Section 12.1 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower or any other 1066931.03C-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.04-CHISR02A - MSW Loan Party under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor or Borrower (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Latest Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, any Lender, the Secured Parties Collateral Agent or the Administrative Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 7.09. Each of Holdings The Guarantors and the Subsidiary Guarantors Borrower hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Credit Party exhaust any right, power or remedy or proceed against the Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Borrower waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Credit Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Credit Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any 1066931.03C-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.04-CHISR02A - MSW right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Parties, and the obligations and liabilities of the Guarantors and the Borrower hereunder shall not be conditioned or contingent upon the pursuit by the Credit Parties or any other person at any time of any right or remedy against the Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Borrower and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Credit Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings the Members, Applicable Pledgor, Sponsor Partner and the Subsidiary Guarantors CIP Partner under Section 12.1 2.01 are several and not joint and are absolute and unconditional, irrespective of the value, genuineness, validity, regularity validity or enforceability of the obligations of the Borrower under this Agreement or any other Financing Document or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of of, or security for for, any of the Guaranteed Obligations, shall not be affected by the occurrence of any Default or Event of Default, and, to the fullest extent permitted by lawApplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety their undertakings hereunder (other than the defense of payment or guarantorperformance), it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the Subsidiary Guarantors each Member hereunder shall be absolute and unconditional unconditional, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereundereach Member, Applicable Pledgor, Sponsor Partner and CIP Partner hereunder which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings any Member, Applicable Pledgor, Sponsor Partner or the Subsidiary GuarantorsCIP Partner, the time for any performance of of, or compliance with with, any of the Guaranteed Obligations or any of the Obligations of the Borrower shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any Financing Document or any other agreement or instrument referred to herein or therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, waived, supplemented or amended in any respect, or any right under this Agreement any Financing Document or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien lien or security interest granted to, or in favor of, the any Agent or any Secured Parties Party as security for any of the Guaranteed Obligations (including Liens intended to be created by the Security Documents) or any of the Obligations of the Borrower shall fail to be perfectedperfected or shall be released; (e) the performance or failure to perform by any Member, Applicable Pledgor, Sponsor Partner or CIP Partner (other than such Person) of its obligations hereunder, or under any other agreement, or the condition (financial, legal or otherwise), affairs, status, nature or actions of the Borrower; (f) the voluntary or involuntary liquidation, dissolution, sale of assets, marshalling of assets and liabilities, receivership, conservatorship, custodianship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, readjustment or similar proceeding affecting any Person; (g) any defense of setoff or counterclaim that may at any time be available to or asserted by any Member, any Member Guarantor, Applicable Pledgor, Sponsor Partner, CIP Partner, the Borrower or any Affiliates of any Member or the Borrower against the Collateral Agent, the Administrative Agent, any Secured Party or any other Person under any Financing Document; (h) any taking, release or amendment or waiver of or consent to departure from any other guarantee, this Agreement or any of the Obligations under this Agreement; and (i) any other circumstances (including any statute of limitations), any act or omission by the Borrower or any existence of or reliance on any representation by the Collateral Agent, the Administrative Agent, the Borrower, Applicable Pledgor, Sponsor Partner, CIP Partner or any other Secured Party that might otherwise constitute a defense available to, or discharge of, any guarantor or surety, defense of payment or performance of the applicable amounts due under this Agreement or any other Financing Document (other than the defense that such Member has performed its obligations hereunder or that the underlying obligation has been performed or that this Agreement has terminated). Each of Holdings To the extent permitted by Applicable Law, each Member, Applicable Pledgor, Sponsor Partner and the Subsidiary Guarantors CIP Partner hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever (other than any notices required under this Agreement) and any requirement that the any Agent or the Lenders any other Secured Party or any party to a Transaction Document exhaust any right, power or remedy or proceed against the Borrower under this Agreement Agreement, any other Transaction Document or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, AMERICAS 94626185 hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (including incurring any increase or decrease in the principal amount of the Guaranteed Obligations or the rate of interest or the fees thereon); (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (e) the release of any other Guarantor pursuant to Section 11.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The Subject to Section 10.09, the ------------------------- obligations of Holdings and the Subsidiary Guarantors under Section 12.1 10.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by Credit Agreement ---------------- - 66 - applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 10.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, but subject to Section 10.09, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law (in the case of the U.S. Hold Separate Order, as such requirements of Applicable Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower Borrowers or any other Loan Party under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be 1125931.03I-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.05E-CHISR01A - MSW amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties any Issuing Bank, Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 7.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the any Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The To the fullest extent permitted by applicable law, the obligations of Holdings and the Subsidiary Guarantors under Section 12.1 3.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Account Parties under this Agreement or any other agreement or instrument referred to hereinherein or therein, or any substitution, release release, non-perfection or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 Article that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than (and any defenses arising from the Payment in Full of foregoing are hereby waived to the Guaranteed Obligationsextent permitted by applicable law). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any law or regulation of any jurisdiction, or the occurrence of any other event, affecting any Guaranteed Obligation; (iii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted;; or (civ) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) and any Lien or security interest granted to, or in favor of, other defenses arising from the Secured Parties as security for any of foregoing are hereby waived to the Guaranteed Obligations shall fail to be perfectedextent permitted by applicable law. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent, the Existing Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower any Account Party under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors Guarantor under Section 12.1 2.01 hereof are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of Credit Agreement, the Borrower under this Agreement Notes, the other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense defence of a surety or guarantor, it being the intent of this Section 12.1 that the . The Guarantor's obligations of Holdings and the Subsidiary Guarantors hereunder shall not be absolute and unconditional under diminished in any and all circumstances other than way except by the Payment payments in Full full of the Guaranteed Obligations. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter alter, reduce or impair the liability of Holdings or the Subsidiary Guarantors hereunder, Guarantor hereunder which liability shall remain absolute and unconditional as described above:: GUARANTEE AND PLEDGE AGREEMENT (ai) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement the Credit Agreement, the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Credit Agreement, the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien lien or security interest granted to, or in favor favour of, the Secured Parties Saskco as security for any of the Guaranteed Obligations shall fail to be perfected. Each ; (v) the bankruptcy, insolvency, liquidation, dissolution or winding up of Holdings any Obligor, the Guarantor or any other guarantor of the Guaranteed Obligations; (vi) any change in the name, capital structure, constitution or capacity of any Obligor or any of those parties being merged, consolidated, reorganized or amalgamated with another corporation (in this latter case the guarantee provided in this Section 2 shall apply to the liabilities of the resulting corporation, and the Subsidiary Guarantors term "Borrower" shall include such resulting corporation); (vii) any loss of, or in respect of, or under, any other guarantee or other security which Saskco may now or hereafter hold in respect of the Guaranteed Obligations, whether occasioned by the fault of Saskco, the Agent, the lenders under the Funding Credit Agreement or otherwise; (viii) any dealings with any security that Saskco holds or may hold for payment of the Guaranteed Obligations and the performance of the obligations of the Borrowers under the Credit Agreement or the Guarantor under this Agreement including the taking and giving up of securities, the accepting of compositions and the granting of releases and discharges; (ix) any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of the Guaranteed Obligations or the rights of Saskco with respect thereto; (x) any contest by any Obligor or any other Person of the validity or enforceability of any terms of this Agreement or any security provided for the Guaranteed Obligations or the priority of any such security or of the amount of the Guaranteed Obligations or any part of the Guaranteed Obligations; (xi) the assignment of all or any parts of the benefits of this Agreement; or (xii) any defence, counterclaim or right of set-off available to the Guarantor. GUARANTEE AND PLEDGE AGREEMENT The Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders Saskco exhaust any right, power or remedy or proceed against any Obligor under the Borrower under this Agreement Credit Agreement, Notes or any other Loan Documents, or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the SG Guaranteed Obligations, irrespective of any law, regulation, decree or order of any jurisdiction affecting any term of any SG Guaranteed Obligations or the Lenders', Derivatives Creditors' or Secured Party Representatives' rights with respect thereto, and, to the fullest extent permitted by lawApplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorSubsidiary Guarantor, it being the intent of this Section 12.1 7.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the SG Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (ciii) the maturity of any of the SG Guaranteed Obligations shall be accelerated, or any of the SG Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein shall be waived or any other guarantee of any of the SG Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Party Representatives or any Lender or Lenders or any Derivatives Creditors as security for any of the SG Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent Administrative Agent, the Security Trustee or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the SG Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower Company under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under this Section 12.1 10.4 are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Lessee under this Agreement Lease or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement Lease or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement Lease or any Other Collateral Document or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties Lessor as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings perfected or shall fail to have the priority contemplated by the Lease and the Subsidiary Other Collateral Documents; or (v) the release of any other Guarantor. The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent Lessor or the Lenders Affiliate thereof exhaust any right, power or remedy or proceed against the Borrower Lessee under this Agreement Lease or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Obligations and notice of or proof of reliance by any Lessor or Affiliate thereof upon this guarantee or acceptance of this guarantee, and the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guarantee, and all dealings between Lessee and Lessor or Affiliate thereof shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. This guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Obligations at any time or from time to time held by Lessor or Affiliate thereof, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by Lessor or Affiliate thereof or any other Person at any time of any right or remedy against Lessee or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of Lessor, and its successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Obligations outstanding.

Obligations Unconditional. The obligations of Holdings Support Obligations are primary, absolute, irrevocable and the Subsidiary Guarantors under Section 12.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity validity or enforceability of the obligations of the Borrower under this Agreement Transaction Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Borrower’s obligations under the Financing Documents or the Support Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.04 that the obligations of Holdings and the Subsidiary Guarantors hereunder Support Obligations shall be absolute primary, absolute, irrevocable and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that each of the Equity Parties agrees that: (a) The occurrence of any one or more of the following shall not alter or impair the rights, remedies, powers and privileges of the Offshore Collateral Agent or any Secured Party under this Agreement, or the liability of Holdings or the Subsidiary Guarantors hereunder, such Equity Party for its Support Obligations which shall remain absolute absolute, irrevocable and unconditional as described above: (ai) at any time modification or from time to timeamendment (including, without notice to Holdings limitation, by way of amendment, extension, renewal or the Subsidiary Guarantorswaiver), or any acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Guaranteed Obligations shall be extendedBorrower’s obligations under the Transaction Documents, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred whatsoever relating thereto; (ii) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the liability of the Borrower under the Transaction Documents or of any other guarantee of all or any part of the Borrower’s obligations under the Transaction Documents; (iii) without limiting the right of any Equity Party to herein receive reimbursement for payments made in respect of Support Obligations pursuant to and as permitted by the Collateral Agency and Depositary Agreement, any application of the proceeds of any guarantee (including, without limitation, any letter of credit or the obligations of any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations) to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations in any such manner as provided or contemplated under the Financing Documents or otherwise; (iv) any release of any other Person (including, without limitation, any guarantor with respect to all or any part of the Borrower’s obligations under the Transaction Documents) from any personal liability with respect to all or any part of the Borrower’s obligations under the Transaction Documents; (v) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as any Secured Party may determine or as applicable law may dictate, of all or any part of the Borrower’s obligations under the Transaction Documents or any guarantee of (including, without limitation, any letter of credit issued with respect to) all or any part of the Borrower’s obligations under the Transaction Documents; (vi) the giving of any consent to the merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrower, the Equity Parties or any other Person or any disposition of any shares of the Borrower by any Equity Party or any Affiliate of such Equity Party other than as permitted by this Agreement; (vii) any proceeding against the Borrower or any of the Equity Parties or any Affiliate thereof or any guarantor of (including, without limitation, any issuer of any letter of credit issued with respect to) all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or any collateral provided by any other Person or the exercise of any rights, remedies, powers and privileges of the Offshore Collateral Agent or any Secured Party under the Financing Documents or otherwise in such order and such manner as any Secured Party may determine, regardless of whether the Offshore Collateral Agent or any Secured Party shall have proceeded against or exhausted any collateral, right, remedy, power or privilege before proceeding to call upon or otherwise enforce this Agreement; (viii) the entering into such other transactions or business dealings with the Borrower, any of the Equity Parties, any Subsidiary or Affiliate of the Borrower or the Equity Parties or any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations as any Secured Party may desire; or (ix) all or any combination of any of the actions set forth in this Section 4.04. (b) The enforceability and effectiveness of this Agreement and the liability of each of the Equity Parties in respect of its Support Obligations, and the rights, remedies, powers and privileges of the Administrative Agent and each Secured Party under this Agreement shall not be done affected, limited, reduced, discharged or omittedterminated, and each Equity Party hereby expressly waives to the fullest extent permitted by law any defense now or in the future arising in respect of the Support Obligations, by reason of: (i) the illegality, invalidity or unenforceability of all or any part of the Support Obligations, any other Transaction Document or any other agreement or instrument whatsoever relating to all or any part of the Support Obligations; (ii) any disability or other defense with respect to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations, including, without limitation, the effect of any statute of limitations that may bar the enforcement of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or the obligations of any guarantor; (iii) the illegality, invalidity or unenforceability of any security for or guarantee (including, without limitation, any letter of credit) of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations or the lack of perfection or continuing perfection or failure of the priority of any Lien on any Collateral for all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations; (iv) the cessation, for any cause whatsoever, of the liability of the Borrower or any guarantor with respect to all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations (other than, subject to Section 4.05 hereof, by reason of the full satisfaction and payment of all Support Obligations); (v) any failure of the Offshore Collateral Agent or any Secured Party to marshal assets in favor of the Borrower or any other Person (including any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations), to exhaust any Collateral for all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations, to pursue or exhaust any right, remedy, power or privilege it may have against any Equity Party, the Borrower or any guarantor of all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations (including any issuer of any letter of credit) or any other Person or to take any action whatsoever to mitigate or reduce such or any other Person’s liability under this Agreement; (vi) any counterclaim, set-off or other claim that any Equity Party, the Borrower or any guarantor of all or any part of the Support Obligations or the Borrower’s obligations under the Transaction Documents has or claims with respect to all or any part of the Support Obligations or the Borrower’s obligations under the Transaction Documents; (vii) any failure of the Offshore Collateral Agent or any Secured Party or any other Person to file or enforce a claim in any bankruptcy or other proceeding with respect to any Equity Party, the Borrower or any other Person; (viii) any bankruptcy, insolvency, reorganization, winding-up or adjustment of debts, or appointment of a custodian, liquidator or the like of any Equity Party or the Borrower, or the same or similar proceedings commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations (or any interest on all or any part of the Borrower’s obligations under the Transaction Documents or the Support Obligations) in or as a result of any such proceeding; (ix) any action taken by the Administrative Agent, the Offshore Collateral Agent or any Secured Party that is authorized by this Section 4 or otherwise in this Agreement or by any other provision of any Financing Document or other Transaction Document or any omission to take any such action; or (x) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. (c) To the maturity of any fullest extent permitted by law, each of the Guaranteed Obligations shall be acceleratedEquity Parties expressly waives, or any for the benefit of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor ofBorrower, the Administrative Agent and each Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives Party, all diligence, presentment, demand for payment or performance, notices of paymentnonpayment or nonperformance, protest protest, notices of protest, notices of dishonor and all other notices whatsoever, or demands of any kind or nature whatsoever and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement the Financing Documents or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Support Obligations. (d) Each of the Equity Parties irrevocably waives any right to which it may be entitled to require that the Borrower be sued and all claims against the Borrower be completed prior to an action or proceeding being initiated against it.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 6.01 hereof are absolute and unconditional, joint and several (to the extent of common Guaranteed Obligations), irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Borrowers under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several (to the extent of common Guaranteed Obligations), under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the either Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the any Borrower under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings the Guarantors and the Subsidiary Guarantors Borrower under Section 12.1 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law (in the case of the U.S. Hold Separate Order, as such Requirements of Law are absolute modified as it relates to Aleris Rolled Products, Inc. and/or the other U.S. Subsidiaries of Aleris pursuant to a U.S. Hold Separate Agreement), are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower or any other Loan Party under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor or Borrower (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, any Lender or the Secured Parties Administrative Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or 1066931.03C-CHISR01A - MSW (v) the release of any other Guarantor pursuant to Section 7.09. Each of Holdings The Guarantors and the Subsidiary Guarantors Borrower hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Credit Party exhaust any right, power or remedy or proceed against the Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Borrower waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Credit Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Credit Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Parties, and the obligations and liabilities of the Guarantors and the Borrower hereunder shall not be conditioned or contingent upon the pursuit by the Credit Parties or any other person at any time of any right or remedy against the Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Borrower and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Credit Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the each Subsidiary Guarantors Guarantor under Section 12.1 are absolute 6.01 hereof are, to the fullest extent permitted by law, absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or any security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.02 that the obligations of Holdings and the each Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional under any and all circumstances (other than the Payment in Full full and final payment of the Guaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the each Subsidiary Guarantors hereunder, Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the either Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedextended (except to the extent otherwise required by Section 12.04 hereof), or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; oror Credit Agreement (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against either or both of the Borrower or the other Subsidiary Guarantors under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. Each Subsidiary Guarantor agrees that its obligations pursuant to this Section 6 shall not be affected by any assignment or participation entered into by any Lender pursuant to Section 12.06 hereof.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.01 shall constitute a guaranty of payment and performance and not of collection and to the fullest extent permitted by applicable Legal Requirements, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, Obligations and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances Guarantor (except for payment in full (other than the Payment in Full of the Guaranteed Obligationscontingent indemnity obligations)). Without limiting the generality of the foregoingforegoing and subject to applicable law, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to herein or therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Issuing Bank or any Lender or Agent or other Secured Parties Party as security for any of the Guaranteed Obligations shall fail to be perfectedvalid, perfected or have the priority required under the Loan Documents; or (e) the release of any other Subsidiary Guarantor pursuant to Section 7.09. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive, to the extent permitted by law, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any other Subsidiary Guarantor(s) under this Agreement Agreement, the Notes, if any, the other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Subsidiary Guarantors waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Subsidiary Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against Borrower or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Subsidiary Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors each Guarantor under this Section 12.1 6.01 are absolute and unconditional, irrespective and each waives any defenses it may have arising out of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Subsidiary Borrowers under this Agreement Credit Agreement, the Subsidiary Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.01(b) that the obligations of Holdings and the Subsidiary Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors each Guarantor hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Credit Agreement or the Subsidiary Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the insolvency, bankruptcy, liquidation or dissolution of any Subsidiary Borrower; (iv) the invalidity, illegality or unenforceability of all or any part of the Guaranteed Obligations; (v) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Credit Agreement or the Subsidiary Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (dvi) the full or partial release of a Subsidiary Borrower or any other obligor; (vii) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender as security for any of the Guaranteed Obligations shall fail to be perfected; (viii) the release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of the Collateral or any other collateral, if any, for the Guaranteed Obligations; (ix) the failure of Administrative Agent to exercise diligence, commercial reasonableness or reasonable care in the preservation, enforcement or sale of any such Collateral; or (x) any other act or omission of Administrative Agent or any Subsidiary Borrower which would otherwise constitute or create a legal or equitable defense in favor of the Guarantors. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoeverwhatsoever (including, without limitation, the extension of credit by Lenders to any Subsidiary Borrower, the occurrence of any breach or default by any Subsidiary Borrower in respect of the Guaranteed Obligations, and the sale or foreclosure on the Collateral or any other collateral, if any, for the Guaranteed Obligations), and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the any Subsidiary Borrower under this Credit Agreement or the Subsidiary Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 14.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, the obligations of the Borrower under this Agreement other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee Guarantee of or security for any of the Guaranteed Obligationsobligations, and, to the fullest extent permitted by lawApplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 14.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to timeAT ANY TIME OR FROM TIME TO TIME, without notice to Holdings or the Subsidiary GuarantorsWITHOUT NOTICE TO SUCH GUARANTORS, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedTHE TIME FOR ANY PERFORMANCE OF OR COMPLIANCE WITH ANY OF THE OBLIGATIONS SHALL BE EXTENDED, or such performance or compliance shall be waivedOR SUCH PERFORMANCE OR COMPLIANCE SHALL BE WAIVED; (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omittedANY OF THE ACTS MENTIONED IN ANY OF THE PROVISIONS HEREOF OR OF THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE DONE OR OMITTED; (c) the maturity of any of the Guaranteed Obligations shall be acceleratedTHE MATURITY OF ANY OF THE OBLIGATIONS SHALL BE ACCELERATED, or any of the Guaranteed Obligations shall be modifiedOR ANY OF THE OBLIGATIONS SHALL BE MODIFIED, supplemented or amended in any respectSUPPLEMENTED OR AMENDED IN ANY RESPECT, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt withOR ANY RIGHT HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN SHALL BE WAIVED OR ANY OTHER GUARANTEE OF ANY OF THE OBLIGATIONS OR ANY SECURITY THEREFOR SHALL BE RELEASED OR EXCHANGED IN WHOLE OR IN PART OR OTHERWISE DEALT WITH; orOR (d) any Lien or security interest granted toANY LIEN OR SECURITY INTEREST GRANTED TO OR IN FAVOR OF AGENT, or in favor ofFOR THE BENEFIT OF THE SECURED PARTIES, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfectedAS SECURITY FOR ANY OF THE OBLIGATIONS SHALL FAIL TO BE PERFECTED. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligenceTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, presentmentEACH GUARANTOR HEREBY EXPRESSLY WAIVES DILIGENCE, demand of paymentPRESENTMENT, protest and all notices whatsoeverDEMAND OF PAYMENT (OTHER THAN AS EXPRESSLY REQUIRED HEREUNDER), and any requirement that the Agent or the Lenders exhaust any rightPROTEST AND ALL NOTICES WHATSOEVER (OTHER THAN AS EXPRESSLY REQUIRED HEREUNDER), power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to hereinAND ANY REQUIREMENT THAT AGENT AND THE LENDERS EXHAUST ANY RIGHT, or against any other Person under any other guarantee ofPOWER OR REMEDY OR PROCEED AGAINST BORROWER OR ANY OTHER GUARANTOR HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR THEREIN, or security forOR AGAINST ANY OTHER PERSON UNDER ANY OTHER GUARANTEE OF, any of the Guaranteed Obligations.OR SECURITY FOR, ANY OF THE OBLIGATIONS, AND HEREBY WAIVES THE BENEFITS OF DIVISION AND DISCUSSION. -98- DM3\8972795.2

Obligations Unconditional. (a) The obligations of Holdings and the Subsidiary Terra Guarantors under Section 12.1 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Terra Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 8.02 that the obligations of Holdings and the Subsidiary Terra Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full circumstances. (b) The obligations of the TNLP Guarantors under Section 8.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of TNLP under this Agreement, the Notes or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the TNLP Guaranteed Obligations. , and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 8.02 that the obligations of the TNLP Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. (c) Without limiting the generality of the foregoingforegoing clauses (a) and (b), it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, Credit Agreement ---------------- - 105 - or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Agent, any Issuing Bank or any Lender as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent Agent, any Issuing Bank or the Lenders any Lender exhaust any right, power or remedy or proceed against the either Borrower under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors Guarantor under Section 12.1 10.01 are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, irrespective of any law, regulation, decree or order of any jurisdiction affecting any term of any Guaranteed Obligations or the Lenders’ or Agents’ rights with respect thereto, and, to the fullest extent permitted by lawapplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorGuarantor, it being the intent of this Section 12.1 10.02 that the obligations of Holdings and the Subsidiary Guarantors Guarantor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors Guarantor hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors The Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or Facility Agent, the Lenders exhaust any right, power or remedy or proceed against the Borrower Company under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of Holdings and the each Subsidiary Guarantors Guarantor under Section 12.1 2.01 constitute a present and continuing guaranty of payment and performance and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement the Note and Guarantee Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of of, or security for for, any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the each Subsidiary Guarantors Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the any Subsidiary Guarantors hereunder, Guarantor hereunder which shall remain absolute and unconditional as described above: (a1) at any amendment or modification of any provision of the Note and Guarantee Agreement, the Notes or any assignment, transfer or assumption thereof (including any novation pursuant to Section 26 of the Note and Guarantee Agreement), including, without limitation, any increase in the interest rate on, principal amount of or Make-Whole Amount in respect of, the Notes, the renewal or extension of the time of payment of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including any addition or release of any other Subsidiary Guarantor) so furnished or accepted for the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement; (5) any transfer of any assets to or from time to timethe Parent Guarantor, the Guarantor or the Company, including, without notice limitation, any transfer or purported transfer to Holdings the Parent Guarantor, the Guarantor or the Subsidiary GuarantorsCompany from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the time Guarantor or the Company with or into any Person, any change in the ownership of any shares of capital stock of the Parent Guarantor, the Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Guarantor or the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any performance reason whatsoever, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes or compliance with any other agreement; (8) any lack or limitation of the status or the power of, or the incapacity or disability of, the Parent Guarantor, the Guarantor or the Company or any trustee or agent thereof; or (9) any novation by the Company pursuant to Section 26 of the Note and Guarantee Agreement; or (10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;Obligations). (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors Guarantor hereby expressly unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that the Agent any holder proceed against or the Lenders exhaust any right, power or remedy or proceed against the Borrower Parent Guarantor, the Guarantor or the Company under this the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein (including, without limitation, marshalling of assets), or against any other Subsidiary Guarantor, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (c) In the event that any Subsidiary Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Subsidiary Guarantor shall not exercise any subrogation or other rights hereunder, under the Notes or under the Note and Guarantee Agreement, and such Subsidiary Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights and all other remedies that it may have against the Parent Guarantor, the Guarantor or the Company or any other Subsidiary Guarantor in respect of any payment made hereunder, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders and shall forthwith be paid to the holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Subsidiary Guarantor agrees that its obligations under this Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company to any holder is rescinded or must be otherwise restored by any holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing, and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Guarantor or the Company or any other Person of a case or proceeding under a bankruptcy or insolvency law, each Subsidiary Guarantor agrees that, for purposes of this Guarantee and its obligations hereunder, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders had accelerated the same in accordance with the terms of the Note and Guarantee Agreement, and such Subsidiary Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amount, and any other amounts guaranteed hereunder without further notice or demand.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors Guarantor under Section 12.1 2 hereof are absolute absolute, irrevocable and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances guarantor (other than any payments made by FMOC, but subject to the Payment in Full provisions of the Guaranteed ObligationsSection 4). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, Guarantor hereunder which shall remain absolute absolute, irrevocable and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsGuarantor, the time for any performance of or the compliance with any of the Guaranteed Obligations shall be extendedextended or accelerated, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this the Agreement or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (other than any payments made by FMOC, but subject to the provisions of Section 4); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations due and unpaid shall be modified, supplemented or amended in any respect, or any right under this the Agreement or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations obligations hereunder or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (iv) any amendment, restatement, supplement or other modification of the Agreement; or (dv) any Lien lien or security interest granted to, or in favor of, the Secured Parties Beneficiary as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors The Guarantor hereby expressly and irrevocably waives (i) all defenses, set-offs, counterclaims, estoppels, rights of rescission, diligence, presentment, demand of payment, protest and all notices whatsoeverprivileges which might but for this provision exonerate or discharge it from its obligations hereunder, (ii) notice of acceptance of this Guaranty, and (iii) any requirement that the Agent or the Lenders Beneficiary exhaust any right, power or remedy or proceed against the Borrower under this Agreement FMOC or any other agreement person or instrument referred to herein, or against entity (including without limitation any other Person under any other guarantee of, or security for, any guaranty of the Guaranteed ObligationsObligations in part or in whole).

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 6.1 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement Agreement, the Notes, the other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or the Notes or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties any Agent or Agents or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the any Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower Company under this Agreement or the Notes or the other Loan Documents or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunderhereunder (and each Guarantor hereby also waives to the extent permitted by Law any defenses it may have arising from the following), which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.10 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) the release of any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail other Guarantor pursuant to be perfectedSection 11.10. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence (or any failure, omission, delay or lack of diligence), presentment, demand of paymentpayment or performance, protest and protest, marshaling or any other principle of election of remedies, any applicable Law purporting to reduce a Guarantor’s obligations in proportion to the obligation of the principal or providing that the obligation of a surety or guarantor must neither be larger nor in other respects more burdensome than that of the principal and, to the extent permitted by Law, all notices whatsoever,, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset, set-off or counterclaim with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 6.01 shall constitute guaranties of payment and are absolute irrevocable and unconditional, joint and several and, to the fullest extent permitted by applicable law, absolute, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute absolute, irrevocable and unconditional as under any and all circumstances as, and to the extent, described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes or any other agreement or instrument referred to herein or therein shall be done or omittedomitted (other than payment in full of the Obligations); (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Credit Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties L/C Lender or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Creditor exhaust any right, power or remedy or proceed against the Borrower under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the crea- tion, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Creditor upon this guarantee or acceptance of this guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this guarantee, and all dealings between Borrower and the Creditors shall likewise be conclusively presumed to have been had or consummated in reliance upon this guarantee. This guarantee shall be construed without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Creditors. This guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Creditors, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. (a) The obligations of Holdings and the Subsidiary Domestic Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Credit Documents or any other agreement or instrument referred documents relating to hereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawapplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Domestic Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other than Guarantor for amounts paid under this Article IV until such time as the Payment Obligations have been irrevocably paid in Full of full and the Guaranteed Obligations. commitments relating thereto have expired or terminated. (b) Without limiting the generality of the foregoingforegoing subsection, it is agreed that that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Domestic Guarantor hereunder, which shall remain absolute and unconditional as described above:: CHAR1\1346423v112 (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement any of the Credit Documents, or other documents relating to the Obligations or any other agreement or instrument referred to herein therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Credit Documents or any other Loan Document documents relating to the Obligations or any other agreement or instrument referred to therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any holder of the Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected. Each ; or (v) any of Holdings and the Subsidiary Guarantors Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). (c) With respect to its obligations hereunder, each Domestic Guarantor hereby expressly waives diligence, presentment, demand of payment, protest protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Credit Documents and other documents relating to the Obligations, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent or any holder of the Lenders Obligations exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Credit Documents or any other documents relating to the Obligations or any other agreement or instrument referred to hereintherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 2.01 are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of the Borrower under this Agreement Credit or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the NON-SHARING SECURITY AND GUARANTEE AGREEMENT foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement the Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or in respect of the Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Collateral Agent or any other Secured Parties Party as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent Collateral Agent, either Administrative Agent, any Solutia Lender, any Astaris Lender, any Co-gen Purchaser or the Lenders Co-gen Agent exhaust any right, power or remedy or proceed against the any Borrower under this Agreement or in respect of the Solutia Credit Agreement, the Astaris Guaranty Agreement, the Co-gen Guaranty Agreement, the Co-gen Lease, the Co-gen Participation Agreement, the Designated Letters of Credit or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents, Secured Swap Agreements, Secured Treasury Management Agreements or Foreign Currency Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against any Borrower or any other than Guarantor for amounts paid under this Article IV until such time as the Payment Obligations have been paid in Full of full and the Guaranteed ObligationsCommitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement, any Foreign Currency Agreement or any other agreement or instrument referred to herein in the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to in the Loan Document Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Loan Documents, any Secured Swap Agreement, any Secured Treasury Management Agreement or any Foreign Currency Agreement, or any other agreement or instrument referred to hereinin the Loan Documents, such Secured Swap Agreements, such Secured Treasury Management Agreements or such Foreign Currency Agreements, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 8.1 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Credit Documents, Secured Hedge Agreements, Secured Treasury Management Agreements or any other agreement or instrument referred documents relating to hereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawApplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 8.2 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other than Guarantor for amounts paid under this Section 8 until such time as the Payment Obligations have been irrevocably paid in Full of full and the Guaranteed Obligationscommitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this any of the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to herein therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement or other documents relating to the Guaranteed Obligations, or any other Loan Document agreement or instrument referred to therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any of the holders of the Guaranteed Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers and supplements to the Credit Documents, any Secured Hedge Agreement, any Secured Treasury Management Agreement and other documents relating to the Guaranteed Obligations, or the compromise, release or exchange of collateral or security, and all notices whatsoever, and any requirement that the Administrative Agent or any holder of the Lenders Guaranteed Obligations exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Credit Documents or any other documents relating to the Guaranteed Obligations or any other agreement or instrument referred to hereintherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and CREDIT AGREEMENT the Subsidiary Guarantors under Section 12.1 6.01 hereof are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 6.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional unconditional, joint and several, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.CREDIT AGREEMENT

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Payment in Full of the Guaranteed ObligationsTerm Loan Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents, or any other agreement or instrument referred to herein in the Loan Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents, or any other agreement or instrument referred to in the Loan Document Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Loan Documents, or any other agreement or instrument referred to hereinin the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. In accordance with Section 2856 of the California Civil Code: (a) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, of the California Civil Code. No other provision of the guarantee in this Article IV shall be construed as limiting the generality of any of the covenants and waivers set forth in this Article IV. As provided below, the guarantee in this Article IV shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles. This paragraph is included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or to any of the Obligations.

Obligations Unconditional. (a) The obligations of Holdings and the each Subsidiary Guarantors Guarantor under Section 12.1 2.01 constitute a present and continuing guaranty of payment and performance and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement the Note and Guarantee Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of of, or security for for, any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the each Subsidiary Guarantors Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable, under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the any Subsidiary Guarantors hereunder, Guarantor hereunder which shall remain absolute and unconditional as described above: (a1) at any amendment or modification of any provision of the Note and Guarantee Agreement, the Notes or any assignment, transfer or assumption thereof (including any novation pursuant to Section 26 of the Note and Guarantee Agreement), including, without limitation, any increase in the interest rate on, principal amount of or Make-Whole Amount or Net Loss in respect of, the Notes, the renewal or extension of the time of payment of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee (including any addition or release of any other Subsidiary Guarantor) so furnished or accepted for the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of the Note and Guarantee Agreement or the Notes, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, the Note and Guarantee Agreement, the Notes or any other agreement; (5) any transfer of any assets to or from time to timethe Parent Guarantor, the Guarantor or the Company, including, without notice limitation, any transfer or purported transfer to Holdings the Parent Guarantor, the Guarantor or the Subsidiary GuarantorsCompany from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Parent Guarantor, the time Guarantor or the Company with or into any Person, any change in the ownership of any shares of capital stock of the Parent Guarantor, the Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor, the Guarantor or the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor, the Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or any other Person of, any term of the Note and Guarantee Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any performance reason whatsoever, including, without limitation, any suit or action in any way attacking or involving any issue, matter or thing in respect of the Note and Guarantee Agreement, the Notes or compliance with any other agreement; (8) any lack or limitation of the status or the power of, or the incapacity or disability of, the Parent Guarantor, the Guarantor or the Company or any trustee or agent thereof; or (9) any novation by the Company pursuant to Section 26 of the Note and Guarantee Agreement; or (10) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full in cash of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;Obligations). (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors Guarantor hereby expressly unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that the Agent any holder proceed against or the Lenders exhaust any right, power or remedy or proceed against the Borrower Parent Guarantor, the Guarantor or the Company under this the Note and Guarantee Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein (including, without limitation, marshalling of assets), or against any other Subsidiary Guarantor, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (c) In the event that any Subsidiary Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, such Subsidiary Guarantor shall not exercise any subrogation or other rights hereunder, under the Notes or under the Note and Guarantee Agreement, and such Subsidiary Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights and all other remedies that it may have against the Parent Guarantor, the Guarantor or the Company or any other Subsidiary Guarantor in respect of any payment made hereunder, unless and until the Guaranteed Obligations shall have been paid in full. If any amount shall be paid to any Subsidiary Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders and shall forthwith be paid to the holders to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. Each Subsidiary Guarantor agrees that its obligations under this Guarantee shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor, the Guarantor or the Company to any holder is rescinded or must be otherwise restored by any holder, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. The guarantee in this Section 2 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing, and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor, the Guarantor or the Company or any other Person of a case or proceeding under a bankruptcy or insolvency law, each Subsidiary Guarantor agrees that, for purposes of this Guarantee and its obligations hereunder, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders had accelerated the same in accordance with the terms of the Note and Guarantee Agreement, and such Subsidiary Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amount, any Net Loss and any other amounts guaranteed hereunder without further notice or demand.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors Parent Guarantor under Section 12.1 2.01 hereof are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Loan Agreement or any other agreement or instrument referred to hereinthe Vitelco Note, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the Subsidiary Guarantors Parent Guarantor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair affect the liability of Holdings or the Subsidiary Guarantors Parent Guarantor hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsParent Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein the Basic Documents shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document the Basic Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Lender as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors The Parent Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement Vitelco or any of its Subsidiaries or any other agreement or instrument referred to hereinSubsidiaries of ATN under the Basic Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 3.01 are irrevocable, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement Agreement, the other Debt Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 3 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances, other than than, in each case, the Payment satisfaction in Full full of the Guaranteed Obligations. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement Agreement, the other Debt Documents or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien lien or security interest granted to, or in favor of, the any Secured Parties Party as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the The Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoeverwhatsoever (except as expressly required by this Agreement or any other Debt Document), and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement Agreement, the other Debt Documents or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Payment in Full of the Guaranteed ObligationsTerm Loan Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents, or any other agreement or instrument referred to herein in the Loan Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents, or any other agreement or instrument referred to in the Loan Document Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Loan Documents, or any other agreement or instrument referred to hereinin the Loan Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of Holdings the Parent Guarantor and the Subsidiary Guarantors Company under Section 12.1 24.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Parent Guarantor and the Company under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 24.2 that the obligations of Holdings the Parent Guarantor and the Subsidiary Guarantors Company hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings the Parent Guarantor or the Subsidiary Guarantors hereunder, Company hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above: (a1) at any time amendment or from time to timemodification of any provision of this Agreement (other than Section 24.1 or 24.2), without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any Subsidiary Guarantee or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, any of the Notes or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Parent Guarantor, Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, any of the Notes or any other agreement; (5) any transfer of any assets to or from the Parent Guarantor or the Company, including without limitation any transfer or purported transfer to the Parent Guarantor or the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any capital stock or other equity or ownership interests of the Parent Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor or the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor or compliance shall be waivedthe Company or any other Person of, any term of this Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Parent Guarantor or the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Company or the Parent Guarantor or any trustee or agent of any thereof; or (9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations). (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings The Parent Guarantor and the Subsidiary Guarantors Company hereby expressly unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that the Agent or the Lenders any holder of a Note exhaust any right, power or remedy or proceed against the Borrower Parent Guarantor or the Company under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (c) In the event that the Parent Guarantor or the Company shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor or the Company shall not exercise any subrogation or other rights hereunder or under the Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor or the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor or the Company on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor and the Company agree that its obligations under this Section 24 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor or the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor or the Company or any other Person (other than the Parent Guarantor or the Company as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor and the Company agree that, for purposes of the guarantee in Section 24 and the Obligors’ obligations under this Agreement and its Guarantees, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor and the Company shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts, Net Loss, if any, and any other amounts guaranteed hereunder without further notice or demand. (e) The guarantee in Section 24.1 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ EMEA ▇▇▇▇▇ PLC and Colliers International Group Inc. Note Purchase Agreement If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and each Obligor. Very truly yours, Colliers International EMEA ▇▇▇▇▇ PLC By : <Signed> ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Title: Director Colliers International Group Inc. By <Signed> ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: VP, Legal Counsel and Corporate Secretary Colliers International EMEA ▇▇▇▇▇ PLC and Colliers International Group Inc. Note Purchase Agreement Schedule A (to Note Purchase Agreement)

Obligations Unconditional. (a) The obligations of Holdings and the Subsidiary Domestic Guarantors under Section 12.1 11.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents or Swap Contracts, or any other agreement or instrument referred to hereintherein, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by lawapplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 11.02 that the obligations of Holdings and the Subsidiary Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Domestic Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other than Guarantor for amounts paid under this Article XI until such time as the Payment Obligations have been irrevocably paid in Full of full and the Guaranteed Obligations. commitments relating thereto have expired or terminated. (b) [Reserved]. (c) Without limiting the generality of the foregoingforegoing subsections (a) and (b), it is agreed that that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement any of the Loan Documents, any Swap contract between any Loan Party and any Lender, or any Affiliate of a Lender or any other agreement or instrument referred to herein therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender or any other Loan Document agreement or instrument referred to therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any holder of the Obligations as security for any of the Guaranteed Obligations shall fail to attach or be perfected. Each ; or (v) any of Holdings and the Subsidiary Guarantors Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including any creditor of any Guarantor). (d) With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest protest, notice of acceptance of the guaranty given hereby and of extensions of credit that may constitute obligations guaranteed hereby, notices of amendments, waivers, consents and supplements to the Loan Documents, any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, or the compromise, release or exchange of collateral or security, and all other notices whatsoever, and any requirement that the Administrative Agent or any holder of the Lenders Obligations exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Loan Documents or any other documents relating to the Obligations or any other agreement or instrument referred to hereintherein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. (a) The obligations of Holdings and the Subsidiary Guarantors Parent Guarantor under Section 12.1 24.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 24.2 that the obligations of Holdings and the Subsidiary Guarantors Parent Guarantor hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, Parent Guarantor hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above:: ACTIVE 58093961v3 Colliers International EMEA ▇▇▇▇▇ PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement (a1) at any time amendment or from time to timemodification of any provision of this Agreement (other than Section 24.1 or 24.2), without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any Subsidiary Guarantee or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, any of the Notes or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, any of the Notes or any other agreement; (5) any transfer of any assets to or from the Company, including without limitation any transfer or purported transfer to the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any capital stock or other equity or ownership interests of the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Company or compliance shall be waivedany other Person of, any term of this Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Company or the Parent Guarantor or any trustee or agent of any thereof; or ACTIVE 58093961v3 Colliers International EMEA ▇▇▇▇▇ PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement (9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations). (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors The Parent Guarantor hereby expressly unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that the Agent or the Lenders any holder of a Note exhaust any right, power or remedy or proceed against the Borrower Company under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (c) In the event that the Parent Guarantor shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor shall not exercise any subrogation or other rights hereunder or under the Notes and the Guarantor hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor agrees that its obligations under this Section 24 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Company or any other Person (other than the Parent Guarantor as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor agrees that, for purposes of the guarantee in Section 24 and the Parent Guarantor’s obligations under this Agreement and its Guarantees, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amounts, Net Loss, if any, and any other amounts guaranteed hereunder without further notice or demand.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Domestic Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Credit Documents or any other agreement or instrument referred documents relating to hereinthe Obligations, or any substitution, release compromise, release, impairment or exchange of any other guarantee of or security for any of the Domestic Guaranteed Obligations, and, to the fullest extent permitted by lawapplicable Law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Domestic Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Domestic Guarantor agrees that such Domestic Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrowers or any other than Domestic Guarantor for amounts paid under this Article IV until such time as the Payment Obligations have been irrevocably paid in Full of full and the Guaranteed Obligationscommitments relating thereto have expired or been terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Domestic Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Domestic Guarantor, the time for any performance of or compliance with any of the Domestic Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) (b) any of the acts mentioned in any of the provisions of this Agreement any of the Credit Documents, or other documents relating to the Domestic Guaranteed Obligations or any other agreement or instrument referred to herein therein shall be done or omitted; (c) (c) the maturity of any of the Domestic Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Credit Documents or other documents relating to the Domestic Guaranteed Obligations, or any other Loan Document agreement or instrument referred to therein shall be waived or any other guarantee of any of the Domestic Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders exhaust any right, power or remedy or proceed against the Borrower under this Agreement or any other agreement or instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.;

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors each Guarantor under Section 12.1 are 2.01 shall be continuing, irrevocable, primary, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement FW Credit Facilities as applicable, any Basic Document or any other agreement or instrument referred to hereintherein, or any substitution, release or exchange of any other guarantee of or security for any of the Second Lien Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 2.02 that the obligations of Holdings and the Subsidiary Guarantors each Guarantor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter alter, limit or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described aboveabove without regard to and not be released, discharged or in any way affected (whether in full or in part) by: (a) at any time modification or from time to timeamendment (including without limitation by way of amendment, without notice to Holdings extension, renewal, novation or the Subsidiary Guarantorswaiver), or any acceleration or other change in the time for any payment or performance of the terms of all or compliance with any part of the Second Lien Guaranteed Obligations shall be extended, or such performance any Basic Document or compliance shall be waivedany other agreement or instrument whatsoever relating thereto; (b) any release, termination, waiver, abandonment, lapse or expiration, subordination or enforcement of the acts mentioned in liability of any Guarantor hereunder or of any other guarantee of all or any part of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omittedSecond Lien Guaranteed Obligations; (c) the maturity any exchange, substitution, release, non-perfection or impairment of any Collateral securing payment of any Second Lien Guaranteed Obligation; (d) any release of any other Person (including, without limitation, any other guarantor with respect to the Second Lien Guaranteed Obligations) from any personal liability with respect to all or any part of the Second Lien Guaranteed Obligations; (e) any settlement, compromise, release, liquidation or enforcement, upon such terms and in such manner as applicable law may dictate, of all or any part of the Second Lien Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of (including without limitation any letter of credit issued with respect to) all or any part of the Second Lien Guaranteed Obligations Obligations; (f) any agreement not to pursue or enforce or any security therefor shall be released failure to pursue or exchanged in whole enforce (whether voluntarily or in part involuntarily as a result of operation of law, court order or otherwise dealt with; or (dotherwise) any right or remedy in respect of any Second Lien Guaranteed Obligation, any guarantee or security interest granted to, other liability in respect thereof or in favor of, the Secured Parties as any Collateral or other security for any of the foregoing; any sale, exchange, release, substitution, compromise or other action in respect of any such Collateral or other security; or any failure to create, protect, perfect, secure, insure, continue or maintain any liens in any such Collateral or other security; (g) the exercise of any right or remedy available under the Basic Documents or the documents pursuant to which any other Obligation is incurred, as applicable, at law, in equity or otherwise in respect of any Collateral or other security for any Guaranteed Obligation or for any guarantee or other liability in respect thereof, in any order and by any manner thereby permitted, including, without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every aspect of such sale is commercially reasonable; (h) any manner of application of any payments by or amounts received or collected from any Person, by whomsoever paid and howsoever realized, whether in reduction of any Second Lien Guaranteed Obligations shall fail or any other obligations of the Borrowers or any other Person directly or indirectly liable for any Second Lien Guaranteed Obligations, regardless of what Second Lien Guaranteed Obligations may remain unpaid after any such application; (i) any other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Borrowers, any Guarantor or a surety or guarantor generally, other than irrevocable payment, performance, satisfaction or discharge in full (in accordance with the terms of the applicable Basic Document); (j) the giving of any consent to be perfectedthe merger or consolidation of, the sale of substantial assets by, or other restructuring or termination of the corporate existence of the Borrowers or any other Person or any disposition of any shares of any Guarantor; or (k) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowers or its assets or any resulting release or discharge of any Guaranteed Obligation. Each of Holdings Guarantor acknowledges and the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement agrees that the Second Lien Guaranteed Obligations include interest on the Second Lien Guaranteed Obligations at the applicable rate therefor under the Basic Documents, which accrues after the commencement of any such proceeding (or, if interest on any portion of the Second Lien Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such Second Lien Guaranteed Obligations include the interest which would have accrued on such portion of the Second Lien Guaranteed Obligations if said proceedings had not been commenced), since it is the intention of the parties that the amount of the Second Lien Guaranteed Obligations which is guaranteed by each Guarantor pursuant to this Agreement should be determined without regard to any rule of law or order which may relieve the Borrowers of any portion of the Second Lien Guaranteed Obligations. The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Collateral Agent, or allow the claim of the Collateral Agent in respect of, interest which would have accrued after the date on which such proceeding is commenced. Notwithstanding the above, so long as any Second Lien Guaranteed Obligation shall remain outstanding, no Guarantor shall, without the prior written consent of the Collateral Agent, commence or the Lenders exhaust join with any rightother person in commencing any bankruptcy, power reorganization or remedy insolvency proceedings of or proceed against the Borrower any Borrower. (l) Should any money due or owing under this Agreement not be recoverable from any Guarantor for any reason, whether by operation of law or otherwise, then, in any other agreement or instrument referred to hereinsuch case, or against any other Person under any other guarantee of, or security for, any of such money shall nevertheless be recoverable by the Guaranteed ObligationsCollateral Agent from such Guarantor as though such Guarantor were the principal debtors in respect thereof and not merely a guarantor and shall be paid by such Guarantor forthwith.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Note Documents, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any law or regulation or other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Issuer or any other Guarantor for amounts paid under this Article IV until such time as the Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been paid in full and the Payment in Full of the Guaranteed ObligationsNote Purchase Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above:: ​ (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement any of the Note Documents, or any other agreement or instrument referred to herein in the Note Documents shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement any of the Note Documents, or any other Loan Document agreement or instrument referred to in the Note Documents shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the any Secured Parties Party as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders Secured Parties exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Agreement Note Documents, or any other agreement or instrument referred to hereinin the Note Documents, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings the Guarantors and the Subsidiary Guarantors CoBorrowers under Section 12.1 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by applicable Requirements of Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower Co-Borrowers or any other Loan Party under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any 1117312.02-CHISR02A - MSW of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor or CoBorrower (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 7.09. Each of Holdings The Guarantors and the Subsidiary Guarantors Co-Borrowers hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the any Co-Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors and the Co-Borrowers waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Co-Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed 1117312.02-CHISR02A - MSW Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors and the Co-Borrowers hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Co-Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the Co-Borrowers and the respective successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. (a) The obligations of Holdings the Parent Guarantor and the Subsidiary Guarantors Company under Section 12.1 24.1 constitute a present and continuing guaranty of payment and not collectibility and are absolute absolute, unconditional and unconditionalirrevocable, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Parent Guarantor and the Company under this Agreement Agreement, the Notes or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 24.2 that the obligations of Holdings the Parent Guarantor and the Subsidiary Guarantors Company hereunder shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings the Parent Guarantor or the Subsidiary Guarantors hereunder, Company hereunder which shall remain absolute absolute, unconditional and unconditional irrevocable as described above: (a1) at any time amendment or from time to timemodification of any provision of this Agreement (other than Section 24.1 or 24.2), without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extendedNotes or any Subsidiary Guarantee or any assignment or transfer thereof, including without limitation the renewal or extension of the time of payment of any of the Notes or the granting of time in respect of such payment thereof, or of any furnishing or acceptance of security or any additional guarantee or any release of any security or guarantee so furnished or accepted for any of the Notes; (2) any waiver, consent, extension, granting of time, forbearance, indulgence or other action or inaction under or in respect of this Agreement, any of the Notes or any Subsidiary Guarantee, or any exercise or non-exercise of any right, remedy or power in respect hereof or thereof; (3) any bankruptcy, receivership, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceedings with respect to the Parent Guarantor, Company, any Subsidiary Guarantor or any other Person or the properties or creditors of any of them; (4) the occurrence of any Default or Event of Default under, or any invalidity or any unenforceability of, or any misrepresentation, irregularity or other defect in, this Agreement, any of the Notes or any other agreement; (5) any transfer of any assets to or from the Parent Guarantor or the Company, including without limitation any transfer or purported transfer to the Parent Guarantor or the Company from any Person, any invalidity, illegality of, or inability to enforce, any such transfer or purported transfer, any consolidation or merger of the Company with or into any Person, any change in the ownership of any capital stock or other equity or ownership interests of the Parent Guarantor or the Company, or any change whatsoever in the objects, capital structure, constitution or business of the Parent Guarantor or the Company; (6) any default, failure or delay, willful or otherwise, on the part of the Parent Guarantor or the Company or any other Person to perform or comply with, or the impossibility or illegality of performance by the Parent Guarantor or compliance shall be waivedthe Company or any other Person of, any term of this Agreement, the Notes or any other agreement; (7) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, the Parent Guarantor or the Company or any other Person for any reason whatsoever, including without limitation any suit or action in any way attacking or involving any issue, matter or thing in respect of this Agreement, any of the Notes or any other agreement; (8) any lack or limitation of status or of power, incapacity or disability of the Company or the Parent Guarantor or any trustee or agent of any thereof; or (9) any other thing, event, happening, matter, circumstance or condition whatsoever, not in any way limited to the foregoing (other than the indefeasible payment in full of the Guaranteed Obligations). (b) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings The Parent Guarantor and the Subsidiary Guarantors Company hereby expressly unconditionally waives diligence, presentment, demand of payment, protest and all notices whatsoever, whatsoever and any requirement that the Agent or the Lenders any holder of a Note exhaust any right, power or remedy or proceed against the Borrower Parent Guarantor or the Company under this Agreement or the Notes or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. (c) In the event that the Parent Guarantor or the Company shall at any time pay any amount on account of the Guaranteed Obligations or take any other action in performance of its obligations hereunder, the Parent Guarantor or the Company shall not exercise any subrogation or other rights hereunder or under the Notes and each of the Parent Guarantor and the Company hereby waives all rights it may have to exercise any such subrogation or other rights, and all other remedies that it may have against the Parent Guarantor or the Company, in respect of any payment made hereunder unless and until the Guaranteed Obligations shall have been indefeasibly paid in full. Prior to the payment in full of the Guaranteed Obligations, if any amount shall be paid to the Parent Guarantor or the Company on account of any such subrogation rights or other remedy, notwithstanding the waiver thereof, such amount shall be received in trust for the benefit of the holders of the Notes and shall forthwith be paid to such holders to be credited and applied upon the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof. The Parent Guarantor and the Company agree that its obligations under this Section 24 shall be automatically reinstated if and to the extent that for any reason any payment (including payment in full) by or on behalf of the Parent Guarantor or the Company is rescinded or must be otherwise restored by any holder of a Note, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, all as though such amount had not been paid. (d) If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and such acceleration (and the effect thereof on the Guaranteed Obligations) shall at such time be prevented by reason of the pendency against the Parent Guarantor or the Company or any other Person (other than the Parent Guarantor or the Company as to itself) of a case or proceeding under a bankruptcy or insolvency law, the Parent Guarantor and the Company agree that, for purposes of the guarantee in Section 24 and the Obligors’ obligations under this Agreement and its Guarantees, the maturity of the principal amount of the Notes shall be deemed to have been accelerated (with a corresponding effect on the Guaranteed Obligations) with the same effect as if the holders of the Notes had accelerated the same in accordance with the terms of this Agreement, and the Parent Guarantor and the Company shall forthwith pay such principal amount, any interest thereon, any Make-Whole Amount, if any, Net Loss, if any, Leverage Step-Up Fee, if any, Rating Step-Up Fee, if any, and any other amounts guaranteed hereunder without further notice or demand. (e) The guarantee in Section 24.1 is a continuing guarantee and shall apply to the Guaranteed Obligations whenever arising. Each default in the payment or performance of any of the Guaranteed Obligations shall give rise to a separate claim and cause of action hereunder, and separate claims or suits may be made and brought, as the case may be, hereunder as each such default occurs. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Obligors, whereupon this Agreement shall become a binding agreement between you and each Obligor. Very truly yours, Colliers International EMEA ▇▇▇▇▇ PLC By Name: ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ Title: Director Colliers International Group Inc. By Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: VP, Legal Counsel and Corporate Secretary Colliers International EMEA ▇▇▇▇▇ PLC and Colliers International Group Inc. Note Purchase Agreement This Agreement is hereby accepted and agreed to as of the date hereof. [Purchaser Information separately provided.]

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors Parent Guarantor under Section 12.1 5.1(a) hereof are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of this Agreement, the obligations of the Borrower under this Agreement Notes or any other agreement Loan Document or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than the defense of payment and performance in full of all of the Guaranteed Obligations), it being the intent of this Section 12.1 5.1(b) that the obligations of Holdings and the Subsidiary Guarantors Parent Guarantor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, Parent Guarantor hereunder which shall remain absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsParent Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement Agreement, the Notes or any other agreement Loan Document or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement Agreement, the Notes or any other Loan Document or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and The Parent Guarantor, to the Subsidiary Guarantors maximum extent permitted by law, hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower under this Agreement Agreement, the Notes or any other agreement Loan Document or instrument referred to hereinherein or therein, or against any other Person under any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The Subject only to Section 10.10, the obligations of Holdings and the Subsidiary Guarantors Parent Guarantor under Section 12.1 10.01 are irrevocable, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower under this Agreement Agreement, the Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantorguarantor (other than 101 the satisfaction in full of the Guaranteed Obligations), it being the intent of this Section 12.1 Article X that the obligations of Holdings and the Subsidiary Guarantors Parent Guarantor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors Parent Guarantor hereunder, which shall remain absolute and unconditional as described above: : (a) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsParent Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; ; (b) any of the acts mentioned in any of the provisions of this Agreement Agreement, the Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to herein or therein shall be done or omitted; ; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement Agreement, the Guarantee and Security Agreement, the other Debt Documents or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or or (d) any Lien or security interest granted to, or in favor of, the any Secured Parties Party as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors The Parent Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement Agreement, the Guarantee and Security Agreement, the other Debt Documents or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 11.01 shall constitute a guarantee of payment and to the fullest extent permitted by applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower under this Agreement Agreement, the Secured Hedge Agreements, Treasury Services Obligations, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above:: |US-DOCS\161843207.11|| (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, to the extent permitted by Law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.11 any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 11.11. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and and, to the extent permitted by Law, all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower under this Agreement Agreement, the Secured Hedge Agreements, Treasury Services Obligations or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations.. The Guarantors waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. |US-DOCS\161843207.11||

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.1 are irrevocable, absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this Agreement Agreement, the other Secured Instruments or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Secured Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 7 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment a defense of final payment in Full full of the Guaranteed ObligationsSecured Obligations (other than contingent indemnification obligations not then due). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Secured Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this Agreement Agreement, the other Secured Instruments or any other agreement or instrument referred to herein or therein shall be done or omitted; (c) the maturity of any of the Guaranteed Secured Obligations shall be accelerated, or any of the Guaranteed Secured Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement Agreement, the other Secured Instruments or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Secured Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any Lien or security interest granted to, or in favor of, the any Secured Parties Party as security for any of the Guaranteed Secured Obligations shall fail to be perfected. Each of Holdings and To the fullest extent permitted by applicable laws, the Subsidiary Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the Borrower Company under this Agreement Agreement, the other Secured Instruments or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Secured Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 7.01 shall constitute a guaranty of payment and not of collection and to the fullest extent permitted by Applicable Law, are absolute absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations Guaranteed Obligations of the Borrower Borrowers or any other Loan Party under this Agreement Agreement, the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or 279 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances other than the Payment Guarantor (except for payment in Full of the Guaranteed Obligationsfull). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, hereunder which shall remain absolute absolute, irrevocable and unconditional under any and all circumstances as described above: (ai) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waivedwaived or the Maturity Date shall be extended with respect to all or a portion of the Guaranteed Obligations; (bii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement the Loan Documents or any other Loan Document agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or; (div) any Lien or security interest granted to, or in favor of, the Secured Parties any Issuing Bank, Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 7.09. Each of Holdings and the Subsidiary The Guarantors hereby expressly waives waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or the Lenders any Secured Party exhaust any right, power or remedy or proceed against the any Borrower or any other Loan Party under this Agreement or the Notes, if any, or any other agreement or instrument referred to hereinherein or therein, or against any other Person person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against any Borrower or any other Loan Party, or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral 280 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders and the other Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 4.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations any of the Borrower under this Agreement Loan Documents or Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements, or any other agreement or instrument referred to hereintherein, or any substitution, release release, impairment or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 12.1 4.02 that the obligations of Holdings and the Subsidiary Guarantors hereunder shall be absolute and unconditional under any and all circumstances circumstances. Each Guarantor agrees, to the fullest extent permitted by Applicable Law that such Guarantor shall have no right of subrogation, indemnity, reimbursement or contribution against the Borrower or any other than Guarantor for amounts paid under this Article IV until such time as the Payment in Full of the Guaranteed ObligationsObligations have been Fully Satisfied. Without limiting the generality of the foregoing, it is agreed that that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors any Guarantor hereunder, which shall remain absolute and unconditional as described above: (a) at any time or from time to time, without notice to Holdings or the Subsidiary Guarantorsany Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in any of the provisions of this any of the Loan Documents, any Interest Rate Protection Agreement, Other Hedging Agreement or Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to herein in the Loan Documents or such Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements, shall be done or omitted; (c) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this any of the Loan Documents, any Interest Rate Protection Agreement, Other Hedging Agreement or Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to in the Loan Document Documents or such Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements, shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released released, impaired or exchanged in whole or in part or otherwise dealt with; or; (d) any Lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or (e) any of the Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). Each of Holdings and the Subsidiary Guarantors With respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against any Person under any of the Borrower under this Loan Documents, any Interest Rate Protection Agreement, Other Hedging Agreement or Treasury Management Agreement between any Company and any Lender, or any Affiliate of a Lender, or any other agreement or instrument referred to hereinin the Loan Documents or such Interest Rate Protection Agreements, Other Hedging Agreements or Treasury Management Agreements or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.

Obligations Unconditional. The obligations of Holdings the Pledgor in this Agreement shall be continuing, irrevocable, primary, absolute, and the Subsidiary Guarantors under Section 12.1 are absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity regularity, or enforceability of the obligations of the Borrower under this Agreement any Senior Secured Credit Document, or any other agreement or instrument referred to hereintherein, or any substitution, release release, or exchange of any other guarantee of or security for any of the Guaranteed Obligations, Senior Secured Obligations and, to the fullest extent permitted by lawGovernment Rules, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, other than the occurrence of the Discharge Date, it being the intent of this Section 12.1 2.3 that the obligations of Holdings and the Subsidiary Guarantors Pledgor hereunder shall be absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors Pledgor hereunder, which shall remain absolute and unconditional as described aboveabove without regard to and not be released, discharged, or in any way affected (whether in full or in part) by: (a) at any time or from time to time, without notice to Holdings or the Subsidiary GuarantorsPledgor, the time for any performance of or compliance with any of the Guaranteed Senior Secured Obligations shall be is extended, or such performance or compliance shall be is waived; (b) any invalidity, irregularity, or unenforceability of all or any part of the acts mentioned in Senior Secured Obligations, any of the provisions of this Agreement Senior Secured Credit Document, or any other agreement or instrument referred to herein shall be done or omittedrelating thereto; (c) any renewal, extension, amendment, or modification of, or supplement to, or deletion from, or departure from, or waiver of, any Senior Secured Credit Document or terms thereof, or any other agreement or instrument relating thereto, or any assignment or transfer of any thereof; (d) any Senior Secured Credit Document is amended or modified, or any change in the manner or place of payment of, or in any other term of, all or any of the Senior Secured Obligations, or any other amendment or waiver of, or any consent to any departure from, any indulgence or other action or inaction under or in respect of, any Senior Secured Credit Document, any of the Collateral, or any other agreement or instrument relating thereto, or any exercise or non-exercise of any right, remedy, power, or privilege under or in respect of any of the Senior Secured Obligations, this Agreement, any other Senior Secured Credit Document, or any other agreement or instrument relating hereto or thereto; (e) the maturity of any of the Guaranteed Senior Secured Obligations shall be is accelerated, or any of the Guaranteed Senior Secured Obligations shall be is modified, supplemented or supplemented, and/or amended in any respect, or any right under this Agreement any Senior Secured Credit Document or any other Loan Document shall be agreement or instrument referred to therein is waived or any other guarantee of any of the Guaranteed Senior Secured Obligations or any security therefor shall be is released or exchanged in whole or in part or otherwise dealt with; or; (df) any Lien or security interest granted to, or in favor of, the Secured Parties T5 Collateral Agent as security for any of the Guaranteed Senior Secured Obligations shall fail fails to be perfected. Each ; (g) the furnishing of Holdings and additional security for the Subsidiary Guarantors hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and Senior Secured Obligations or any requirement that part thereof to the T5 Collateral Agent or any Senior Secured Party or any acceptance thereof by the Lenders exhaust T5 Collateral Agent, or any rightsubstitution, power sale, exchange, release, surrender, or remedy realization of or proceed upon any such security by the T5 Collateral Agent or any Senior Secured Party, or the failure to create, preserve, validate, perfect, or protect any Lien granted to, or purported to be granted to, or in favor of, the T5 Collateral Agent or any Senior Secured Party; (h) any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of the Pledgor or by any defense which the Pledgor may have by reason of the order, decree, or decision of any court or administrative body resulting from any such proceeding. Notwithstanding the above, so long as any Senior Secured Obligation remains outstanding, the Pledgor shall not, without written consent of the T5 Collateral Agent, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency proceedings of or against the Borrower under this Agreement Company; (i) any judicial or non-judicial foreclosure or sale of, or other election of remedies with respect to, any interest in other Collateral serving as security for all or any part of the Senior Secured Obligations, even though such foreclosure, sale, or election of remedies may impair the subrogation rights of either the Company or the Pledgor or may preclude the Company or the Pledgor from obtaining reimbursement, contribution, indemnification, or other recovery from the Company or any other agreement Person and even though the Company or instrument referred to hereinthe Pledgor may not, as a result of such foreclosure, sale, or against election of remedies, be liable for any deficiency; (j) any act or omission of the T5 Collateral Agent or any other Person under that directly or indirectly results in or aids the discharge or release of the Pledgor or any part of the Senior Secured Obligations or any security or guarantee (including any letter of credit) for all or any part of the Senior Secured Obligations by operation of law or otherwise (other than the occurrence of the Discharge Date); or (k) any other guarantee circumstance that might otherwise constitute a defense available to, or discharge of, the Pledgor or security for, any third party with respect to the payment in full of the Guaranteed Senior Secured Obligations.

Obligations Unconditional. The obligations of Holdings and the Subsidiary Guarantors under Section 12.1 3.01 hereof are joint and several, absolute and unconditional, unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrower Company under this the Credit Agreement or any other agreement or instrument referred to hereinherein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense SUBSIDIARY GUARANTEE AND SECURITY AGREEMENT of a surety or guarantorguarantor (other than the payment of the Guaranteed Obligations), it being the intent of this Section 12.1 3.02 that the obligations of Holdings and the Subsidiary Guarantors Guarantor hereunder shall be joint and several, absolute and unconditional under any and all circumstances other than the Payment in Full of the Guaranteed Obligationscircumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of Holdings or the Subsidiary Guarantors hereunder, Guarantor hereunder which shall remain joint and several, absolute and unconditional as described above: (ai) at any time or from time to time, without notice to Holdings or the any Subsidiary GuarantorsGuarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (bii) any of the acts mentioned in any of the provisions of this the Credit Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (ciii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect, or any right under this the Credit Agreement or any other Loan Document agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (div) any Lien lien or security interest granted to, or in favor of, the Secured Parties Administrative Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to be perfected. Each of Holdings and the Subsidiary Guarantors Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or the Lenders any Lender exhaust any right, power or remedy or proceed against the Borrower Company under this the Credit Agreement or any other agreement or instrument referred to hereinherein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations.