Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee Agreement or acceptance of this Guarantee. All Obligations Agreement, the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Agreement; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such any Guarantor under this GuaranteeAgreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such any Guarantor. This Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Collateral Agent and the Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the ObligationsObligations (other than the defense that the Termination Date has occurred). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of CreditSecured Cash Management Agreement, any Secured Cash Management Bank Product Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (in each case, other than the occurrence of the Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, Credit or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Borrowers or any other Guarantor against the Collateral Administrative Agent or any other Secured Party or Party, (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Company, notice of acceptance and any other notice in respect of the Obligations or Subsidiary Borrowers, any part of them, and any defense arising by reason of any disability or other defense of the Borrower Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit Loan Document or any Ancillary Facility Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Secured Party Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy or in any other instance. When pursuing its rights Notwithstanding anything herein to the contrary, (x) the Company understands and remedies agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder against any Guarantor, notwithstanding the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor occurrence of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.Guarantee

Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Company, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Subsidiary Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Company, any Subsidiary Borrower against the Collateral Agent or any other Secured Party Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company or any Subsidiary Borrower for any of the Guaranteed Obligations, or of such Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder, notwithstanding the release of any Subsidiary Guarantor pursuant to Section 3.15(b), but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15(a) and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Guaranteed Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Loan Agreement, any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Company against the Collateral Administrative Agent or any other Secured Guaranteed Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such GuarantorGuarantor ) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Company 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 Collateral Administrative Agent or any other Secured Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Guaranteed Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each European Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Secured Obligations of any Foreign Subsidiary that is a CFC and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this European Guarantee or acceptance of this European Guarantee. All ; the Secured Obligations of each Foreign Subsidiary that is a CFC, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this European Guarantee, ; and all dealings between the Borrower any Loan Party and any of the European Guarantors, on the one hand, and any of the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this European Guarantee. To the fullest extent permitted by applicable law, each Each European Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Loan Party or any of the European Guarantors with respect to the ObligationsSecured Obligations of each Foreign Subsidiary that is a CFC. Each European Guarantor understands and agrees that this European Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, and without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Loan Document, any Letter agreement in respect of Credit, any Secured Cash Management AgreementObligations, any Secured Hedge Swap Agreement, any of the Secured Obligations of any Foreign Subsidiary that is a CFC or any other collateral security therefor or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower any Loan Party against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Secured Party, any Loan Party or such European Guarantor) that which may or might in any manner or to any extent vary the risk of the European Guarantor or otherwise constitutes, or might be construed to constitute, an equitable or legal discharge of any Loan Party in respect of the Borrower for the Secured Obligations, or of such European Guarantor under this European Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any European Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Loan Party or any other Person person (including any other European Guarantor) or against any collateral security or guarantee for the Secured Obligations of any Foreign Subsidiary that is a CFC or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Loan Party or any such other Person person (including any other European Guarantor) or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Loan Party or any such other Person person (including any other European Guarantor) or any such collateral security, guarantee or right of offset, shall not relieve such European Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other any Secured Parties Party against such European Guarantor. This European Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each European Guarantor and shall inure to the benefit of each Secured Party and its successors, endorsees, transferees and assigns, until the Termination Date. Anything contained in this Agreement to the contrary notwithstanding, the amounts payable at any time by any European Guarantor in respect of its guarantee hereunder shall be limited at any time as specified for such European Guarantor on Schedule I hereto.

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee or acceptance of the guarantee contained in this Guarantee. All Obligations ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, ; and all dealings between the Borrower and any of the Guarantorsother Credit Parties, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Guarantee. To Each Subsidiary Guarantor waives except to the fullest extent permitted that any such waiver would be expressly prohibited by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the other Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that this Guarantee its guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance and solely after the final payment in full in cash of the Obligations other than indemnity and other contingent liabilities not yet due and payable, a defense arising from or in connection with the bad faith, gross negligence or willful misconduct of any Secured Party in respect of an indemnity Obligation) that which may at any time be available to or be asserted by the any Borrower or any other person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Subsidiary Guarantor under this Guaranteeits guarantee contained herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person person or against any collateral security or guarantee for the any Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Subsidiary Guarantor or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other or any Secured Parties Party against such GuarantorSubsidiary Guarantor For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor AMD waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver modification or accrual of any of the Obligations, AMD Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Company upon this Guarantee AMD Guaranty or acceptance of this Guarantee. All Obligations AMD Guaranty; the AMD Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the AMD Guaranty; and all dealings between the Borrower AMD Member and any of the GuarantorsAMD, on the one hand, and the Collateral Agent Company or Fujitsu and the other Secured PartiesFujitsu Member, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the AMD Guaranty. AMD agrees that (i) any notice provided under this GuaranteeAgreement to AMD Member (including any demand for payment or notice of default or non payment) shall be deemed to constitute notice to AMD for purposes hereof and (ii) any knowledge of AMD Member shall be deemed knowledge of AMD for purposes hereof. To Nothing in this Article 11 shall be deemed to constitute a waiver of, or prevent AMD from asserting, any valid defense that may be asserted by AMD Member. AMD waives to the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and Applicable Law any other notice in respect defense whatsoever to the performance of the AMD Guaranteed Obligations or any part of themthat would not constitute a valid defense by AMD Member (including, and without limitation, any defense arising that may be derived from or afforded by reason Applicable Law that limits the liability of any disability or other defense of the Borrower exonerate guarantors or any of the Guarantors with respect to the Obligationssureties). Each Guarantor AMD understands and agrees that this Guarantee AMD Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreementthis Agreement or this Article 11, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower AMD Member or such GuarantorAMD) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower AMD Member for the AMD Guaranteed Obligations, or of such Guarantor AMD under this Guarantee, the AMD Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorAMD, the Collateral Agent and any other Secured Party Company, Fujitsu or Fujitsu Member may, but shall be under no obligation to (and AMD irrevocably and unconditionally hereby waives to the fullest extent permitted by Applicable Law any right AMD may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to) make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor AMD Member or any other Person or against any collateral security or guarantee guaranty for the AMD Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or Company to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower AMD Member or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Borrower AMD Member or any Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve such Guarantor AMD of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent Company against AMD. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the other Secured Parties against such Guarantorinformation subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Foreign Obligations Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Foreign Obligations, and notice of or proof of reliance by the Collateral Agent or any other Foreign Obligations Secured Party upon this Guarantee or acceptance of this Guarantee. All Foreign Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Parent Borrower and any of the Foreign Obligations Guarantors, on the one hand, and the Collateral Agent and the other Foreign Obligations Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Foreign Obligations Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Foreign Obligations or any part of them, and any defense arising by reason of any disability or any other defense of the Parent Borrower or any of the Foreign Obligations Guarantors with respect to the Foreign Obligations. Each Foreign Obligations Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Foreign Obligations Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Spanish Letter of Credit, any Secured Cash Management Agreement, any Foreign Obligations Secured Hedge Agreement, any of the Foreign Obligations or any amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Foreign Obligations Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by the any Parent Borrower against the Collateral Agent or any other Foreign Obligations Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Parent Borrower or such Foreign Obligations Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Parent Borrower for the Foreign Obligations, or of such Foreign Obligations Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Foreign Obligations Guarantor, the Collateral Agent and any other Foreign Obligations Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Parent Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Foreign Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Foreign Obligations Secured Party to pursue such other rights or remedies or to collect any payments from the any Parent Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Parent Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Foreign Obligations Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Foreign Obligations Secured Parties against such Foreign Obligations Guarantor.

Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Company or any other Secured Party Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Borrower Company for any of the Guaranteed Obligations, or of such Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, each of the Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower any Loan Party and any of the Guarantors, on the one hand, and any of the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Loan Party or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, and without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Loan Document, any Letter of Credit, any Secured Cash Management AgreementArrangement, any Secured Hedge Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement, any of the Obligations or any other collateral security therefor or guarantee therefor or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower any Loan Party against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Secured Party, any Loan Party or such Guarantor) that which may or might in any manner or to any extent vary the risk of the Guarantor or otherwise constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower any Loan Party for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Loan Party or any other Person person (including any other Guarantor) or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Loan Party or any such other Person person (including any other Guarantor) or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Loan Party or any such other Person person (including any other Guarantor) or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, hereunder and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other any Secured Parties Party against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of each Secured Party and its successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated, notwithstanding that from time to time while the Commitments are in effect during the term of the Credit Agreement any Loan Party may be free from any Obligations.

Guarantee Absolute and Unconditional. The Guarantor's liability for payment and performance of the Obligations shall be absolute and unconditional; the Guarantor unconditionally and irrevocably waives each and every defense which, under principles of guarantee or suretyship law, would otherwise operate to impair or diminish such liability; and nothing whatever except actual full payment and performance to the Banks of the Obligations (and all other debts, obligations and liabilities of Guarantor under this Agreement) shall operate to discharge the Guarantor's liability hereunder. Without limiting the generality of the foregoing, the Banks shall have the exclusive right, which may be exercised from time to time without diminishing or impairing the liability of the Guarantor in any respect, and without notice of any kind to the Guarantor, to: (a) Each Guarantor waives extend any additional credit to Company; (b) accept any collateral, security or guarantee for any Obligations or any other credit; (c) determine how, when and what application of payments, credits and collections, if any, shall be made on the Obligations and any other credit and accept partial payments; (d) determine what, if anything, shall at any time be done with respect to any collateral or security; subordinate, sell, transfer, surrender, release or otherwise dispose of all notice or any of the creationsuch collateral or security; and purchase or otherwise acquire any such collateral or security at foreclosure or otherwise; and (e) with or without consideration grant, contractionpermit or enter into any waiver, incurrence, renewalamendment, extension, amendmentmodification, waiver refinancing, indulgence, compromise, settlement, subordination, discharge or accrual release of: (i) any of the Obligations and any agreement relating to any of the Obligations, (ii) any obligations of any guarantor or other person or entity liable for payment or performance of any of the Obligations, and notice of any agreement relating to such obligations and (iii) any collateral or proof of reliance by the Collateral Agent security or any other Secured Party upon this Guarantee agreement relating to collateral or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and security for any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantorforegoing.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Commodity Hedging Agreement or Secured Hedging Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Company against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Company 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Bank Product Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Bank Product) and notice of or proof of reliance by the Collateral any Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent Agents and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Bank Product Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Bank Product). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral any Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral any Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral any Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral any Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Secured Party against any Guarantor. For the Collateral Agent purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each To the fullest extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Bank Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Bank Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the ObligationsObligations (other than the defense that the Guarantee Termination Date has occurred or release of such Guarantor in accordance with Section 13.1 of the Credit Agreement). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Commodity Hedging Agreement or Secured Hedging Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Bank Party, (b) any defense, set-off or counterclaim (other than a defense of payment payment, performance or performancerelease of such Guarantor in accordance with Section 13.1 of the Credit Agreement) that may at any time be available to or be asserted by the Borrower Company against the Collateral Administrative Agent or any other Secured Bank Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (in each case, other than the occurrence of the Guarantee Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Bank Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower Company or any Guarantor 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 Collateral Administrative Agent or any other Secured Bank Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Bank Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each To the fullest extent permitted by Applicable Law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower Company and any of the other Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawApplicable Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the other Guarantors with respect to the ObligationsObligations (other than the defense that the Termination Date has occurred or release of such Guarantor in accordance with Section 12.13 of the Credit Agreement). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any or Secured Hedge Hedging Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a the defense that the Termination Date has occurred or release of payment or performancesuch Guarantor in accordance with Section 12.13 of the Credit Agreement) that may at any time be available to or be asserted by the Borrower Company against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (in each case, other than the occurrence of the Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower Company or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all . All dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to, notice of acceptance and any other notice in respect of the Obligations or any part of themupon, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Guaranteed Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of of, the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party Purchasers upon this Guarantee or acceptance of this Guarantee. All , and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower Amicus UK and any of the GuarantorsGuarantor, on the one hand, and the Collateral Agent and the other Secured PartiesPurchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon Amicus UK, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors its successors or permitted assigns, or Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Note and Warrant Purchase Agreement, any other Credit Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyPurchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Amicus UK or any of its successors or permitted assigns against the Collateral Agent or any other Secured Party Purchasers or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantorother than payment in full) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Amicus UK or its successors and permitted assigns for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its rights terms upon Guarantor and remedies hereunder against any Guarantor, the Collateral Agent successors and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunderassigns thereof, and shall not impair or affect inure to the rights and remedies, whether express, implied or available as a matter of law, benefit of the Collateral Agent Purchasers, and its successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full and the other Secured Parties against such GuarantorNotes shall be terminated.

Guarantee Absolute and Unconditional. (a) Each U.S. Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this U.S. Guarantee or acceptance of this U.S. Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this U.S. Guarantee, and all dealings between the any Borrower and any of the U.S. Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this U.S. Guarantee. To the fullest extent permitted by applicable law, each U.S. Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the U.S. Guarantors with respect to the Obligations. Each U.S. Guarantor understands and agrees that this U.S. Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Agreement or Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the any Borrower against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such U.S. Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such U.S. Guarantor under this U.S. Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any U.S. Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such U.S. Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such U.S. Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, modification, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower or any other Guarantor against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for with respect to the Obligations, or of such Guarantor under this GuaranteeGuarantee or the other Credit Documents, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the ObligationsGuaranteed Obligations (including as a result of the incurrence of Incremental Term Loans and/or the provision of any Incremental Revolving Commitment, Supplemental Term Loan Commitments or Supplemental Revolving Commitments), and notice of or proof of reliance by the Collateral Agent or any other Term Loan Secured Party upon this Guarantee Guaranty or acceptance of this Guarantee. All Guaranty, the Guaranteed Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, Guaranty; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Term Loan Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. To Each Guarantor waives, to the fullest maximum extent permitted by applicable law, each Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of the Obligations to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee Guaranty shall (to the maximum extent permitted by law) be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Term Loan Credit Agreement, any other Credit Loan Document, any Letter of CreditSecured Hedge Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the other Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Term Loan Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Term Loan Secured Party Party, (c) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations by the Guarantors or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of such Guarantor under this GuaranteeGuaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Term Loan Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Term Loan Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Term Loan Secured Parties against such Guarantor. To the maximum extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. Each Guarantor expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel the Collateral Agent or Lenders to marshal assets. If acceleration of the time for payment of any Guaranteed Obligation by the Borrower or the applicable Guarantor is stayed by reason of the insolvency or receivership of the Borrower or the applicable Guarantor or otherwise, all Guaranteed Obligations otherwise subject to acceleration under the terms of any Secured Debt Document shall nonetheless be payable by the Guarantors hereunder. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Term Loan Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Release Date, notwithstanding that from time to time during the term of the Term Loan Credit Agreement and any Secured Hedge Agreement or Secured Cash Management Agreement the Loan Parties may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or any other defense of the any Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of CreditSecured Hedge Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the ObligationsGuaranteed Obligations (including as a result of the incurrence of Incremental Term Loans and/or the provision of any Incremental Revolving Commitment, Supplemental Term Loan Commitments or Supplemental Revolving Commitments), and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee Guaranty or acceptance of this Guarantee. All Guaranty, the Guaranteed Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, Guaranty; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. To Each Guarantor waives, to the fullest maximum extent permitted by applicable law, each Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of the Obligations to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee Guaranty shall (to the maximum extent permitted by law) be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any Secured Cash Management Agreement or any Related License Secured Obligations, any of the other Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Party, (c) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations by the Guarantors or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of such Guarantor under this GuaranteeGuaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. To the maximum extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. Each Guarantor expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel the Collateral Agent or Lenders to marshal assets. If acceleration of the time for payment of any Guaranteed Obligation by the Borrower or the applicable Guarantor is stayed by reason of the insolvency or receivership of the Borrower or the applicable Guarantor or otherwise, all Guaranteed Obligations otherwise subject to acceleration under the terms of any Secured Debt Document shall nonetheless be payable by the Guarantors hereunder. If acceleration of the time for payment of any Guaranteed Obligation by the Borrower or the applicable Guarantor is stayed by reason of the insolvency or receivership of the Borrower or the applicable Guarantor or otherwise, all Guaranteed Obligations otherwise subject to acceleration under the terms of any Secured Debt Document shall nonetheless be payable by the Guarantors hereunder. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Release Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedge Agreement, Secured Cash Management Agreement or Secured Related License Guarantee the Loan Parties may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Company, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Subsidiary Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of 509265-1725-11432-13209999 the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) non-perfection or release of the Collateral, (c) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Company, any Subsidiary Borrower against the Collateral Agent or any other Secured Party Person against any Guaranteed Party, (d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligations or (ce) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company or any Subsidiary Borrower for any of the Guaranteed Obligations, or of such Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Parent and the Company understand and agree that this Agreement shall remain in full force and effect as to the Parent's and the Company's obligations hereunder notwithstanding the occurrence of the Collateral Release Date or any Guarantee Release Date, but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.14 and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.14. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any Subsidiary Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, Credit or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Borrowers against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of of, the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party Purchasers upon this Guarantee or acceptance of this Guarantee. All , and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower Amicus UK or Amicus UK Holding and any of the GuarantorsGuarantor, on the one hand, and the Collateral Agent and the other Secured PartiesPurchasers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon Amicus UK, notice of acceptance and any other notice in respect of the Obligations or any part of themAmicus UK Holding, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors their successors or permitted assigns, or Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Note and Warrant Purchase Agreement, any other Credit Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyPurchasers, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Amicus UK, Amicus UK Holding or any of their successors or permitted assigns against the Collateral Agent or any other Secured Party Purchasers or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantorother than payment in full) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Amicus UK, Amicus UK Holding or any of their successors and permitted assigns for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its rights terms upon Guarantor and remedies hereunder against any Guarantor, the Collateral Agent successors and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunderassigns thereof, and shall not impair or affect inure to the rights and remedies, whether express, implied or available as a matter of law, benefit of the Collateral Agent Purchasers, and its successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full and the other Secured Parties against such GuarantorNotes shall be terminated.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the ObligationsObligations (other than the defense that the Termination Date has occurred). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Bank Product Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (in each case, other than the occurrence of the Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor The Borrower waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee. All Obligations Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Agreement; and all dealings between the Term Loan Borrower or the Foreign Subsidiary Borrowers and any of the GuarantorsBorrower, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. To the fullest extent permitted by applicable law, each Guarantor The Borrower waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance nonpayment to or upon the Term Loan Borrower or the Foreign Subsidiary Borrowers and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Section 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Term Loan Borrower or the Foreign Subsidiary Borrowers against the Collateral Administrative Agent or any Lender, (c) any law, regulation, decree or order of any jurisdiction, or any other Secured Party event, affecting the Obligations or any Lender’s rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Dollar currency 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; or (cii) 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; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the companies in such jurisdiction of any payment obligation under the Obligations; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Term Loan Borrower or such Guarantorthe Foreign Subsidiary Borrowers or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Term Loan Borrower or the Foreign Subsidiary Borrowers for the Obligations, or of such Guarantor the Borrower under this GuaranteeSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantorthe Borrower, the Collateral Administrative Agent and any other Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Term Loan Borrower or any Guarantor the Foreign Subsidiary 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 Collateral Administrative Agent or any other Secured Party Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Term Loan Borrower or any Guarantor the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such Guarantor the Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against the Borrower. This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the other Secured Parties against such GuarantorLenders, and their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Term Loan Borrower or the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) 22.1 Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or any other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Subsidiary Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance acceptance, and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Subsidiary Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Administrative Agent or the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Subsidiary Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the GuarantorsCredit Party or any Guarantor, on the one hand, and any of the Collateral Agent and the other Secured Parties, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations Credit Party or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, and without regard to (a) the validity, regularity or enforceability of the Credit AgreementAgreements, any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Interest/Exchange Rate Protection Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower any Credit Party against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower any Secured Party, any Credit Party or such any Guarantor) that which may or might in any manner or to any extent vary the risk of any Guarantor or otherwise constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower any Credit Party for the Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Credit Party or any other Person person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Credit Party or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Credit Party or any such other Person person or of any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured Party against any Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the Collateral Agent extent of its terms upon each Guarantor and its successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective permitted successors, indorsees, transferees and assigns, until all the Obligations and the other Secured Parties against such Guarantorobligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, no Letters of Credit shall be outstanding and the Commitments shall have been terminated, notwithstanding that from time to time while the Commitments are in effect during the term of the Credit Agreements any Credit Party may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, Credit or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Borrowers against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Company, notice of acceptance and any other notice in respect of the Obligations or Subsidiary Borrowers, any part of them, and any defense arising by reason of any disability or other defense of the Borrower Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit Loan Document or any Ancillary Facility Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Secured Party or Person against any Guaranteed Party, (c) any other circumstance whatsoever (with law or without notice to or knowledge regulation of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor jurisdiction or any other Person or against event affecting any collateral security or guarantee for term of the Guaranteed Obligations or (d) any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.other

Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; each of the Borrower Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Parent Borrower, any Subsidiary Borrower and any of the Guarantors, on the one hand, and the Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To Each Guarantor waives, to the fullest maximum extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon Parent Borrower, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Subsidiary Borrower or any of the other Guarantors with respect to any of the Borrower Obligations. Each Guarantor understands and agrees agrees, to the extent permitted by law, that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard and not of collection. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Parent Borrower, any Subsidiary Borrower against the Collateral Agent, the Administrative Agent or any other Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, non-perfection, taking or release of Security Collateral, (e) any change in the structure or existence of Parent Borrower or any Subsidiary Borrower, (f) any application of Security Collateral to any of the Obligations, (g) 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: (i) 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, (ii) 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, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives Parent Borrower or any Subsidiary Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (civ) 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 (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of the Parent Borrower, any Subsidiary Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Parent Borrower or any Subsidiary Borrower for the any Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Parent Borrower, any Subsidiary Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Collateral Agent, the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Parent Borrower, any Subsidiary Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Parent Borrower, any Subsidiary Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent, the Administrative Agent and the or any other Secured Parties Party against such any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or any other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver creation or accrual of any of the Obligations, Secured Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations ; the Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower and or any of the GuarantorsSubsidiary Guarantor, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Subsidiary Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors Subsidiary Guarantor with respect to the Secured Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the value, genuineness, validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other person against the Collateral Administrative Agent or any Secured Party, (c) any substitution, release or exchange of any other guarantee of or security for the Secured Party Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such any Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the from its Secured Obligations, or of such any Subsidiary Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any Guarantor other Loan Party or any other Person person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any Guarantor such other Loan Party or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any Guarantor other Loan Party or any such other Person or person of any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other or any Secured Parties Party against such Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee or acceptance of the guarantee contained in this Guarantee. All Obligations ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, ; and all dealings between the Borrower Borrowers and any of the Guarantorsother Credit Parties, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Guarantee. To Each Subsidiary Guarantor waives except to the fullest extent permitted that any such waiver would be expressly prohibited by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the other Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that this Guarantee its guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance and solely after the final payment in full in cash of the Obligations other than indemnity and other contingent liabilities not yet due and payable, a defense arising from or in connection with the bad faith, gross negligence or willful misconduct of any Secured Party in respect of an indemnity Obligation) that which may at any time be available to or be asserted by the any Borrower or any other person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Subsidiary Guarantor under this Guaranteeits guarantee contained herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person person or against any collateral security or guarantee for the any Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Subsidiary Guarantor or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other or any Secured Parties Party against such GuarantorSubsidiary Guarantor For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each US Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the US Collateral Agent or any other Secured Party upon this US Guarantee or acceptance of this US Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this US Guarantee, ; and all dealings between any of the Borrower Borrowers and any of the US Guarantors, on the one hand, and the US Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this US Guarantee. To the fullest extent permitted by applicable law, each Each US Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of the Obligations to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or upon any of the Guarantors Borrowers or any other Guarantor with respect to the Obligations. Each US Guarantor understands and agrees that this US Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, Agreement or any Secured Hedge Hedging Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the US Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Borrower Borrowers against the US Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of any of the Borrower Borrowers or such US Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrower Borrowers for the Obligations, or of such US Guarantor under this US Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any US Guarantor, the US Collateral Agent and any other Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against any of the Borrower or any Guarantor 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 US Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from any of the Borrower or any Guarantor Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Borrower or any Guarantor Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such US Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the US Collateral Agent and the other Secured Parties against such US Guarantor. To the fullest extent permitted by Applicable Law, each US Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such US Guarantor against any of the Borrowers or any other Guarantor, as the case may be, or any security. Each US Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Credit Documents and that the waivers set forth herein are knowingly made in contemplation of such benefit. This US Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each US Guarantor and the successors and assigns thereof, and shall inure to the benefit of the US Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement, any Secured Cash Management Agreement and any Secured Hedging Agreement, the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Company, notice of acceptance and any other notice in respect of the Obligations or Subsidiary Borrowers, any part of them, and any defense arising by reason of any disability or other defense of the Borrower Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit Loan Document or any Ancillary Facility Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or any other Secured Party Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, any Ancillary Borrower or any Applicable Account Party for any of the Guaranteed Obligations, or of such Guarantor under this Guaranteethe guarantee contained herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder notwithstanding the occurrence of any Guarantee Release Date, but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15 and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, Credit or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding (other than any Letters of Credit that shall have been cash collateralized or otherwise provided for in a manner satisfactory to the Letter of Credit Issuer in respect thereof), notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other 2017 Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all . All dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other 2017 Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to, notice of acceptance and any other notice in respect of the Obligations or any part of themupon, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Guaranteed Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other 2017 Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other 2017 Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other 2017 Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other 2017 Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other 2017 Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other 2017 Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrenceIncurrence, renewal, extension, amendment, waiver or accrual of any of the ObligationsObligations (including as a result of the Incurrence of Incremental Facilities), and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurredIncurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of the Obligations to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, Secured Hedging Agreement or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Party, (c) any default, failure or delay, willful or otherwise, in the performance of the Obligations by the Guarantors or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. To the fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment in accordance with its terms without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Agreement or Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all . All dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to, notice of acceptance and any other notice in respect of the Obligations or any part of themupon, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to, and each Guarantor waives to the fullest extent permitted by applicable law, any and all defenses that it might otherwise have with respect to or as a result of, (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Guaranteed Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party Party, (c) release or non-perfection of any Lien or any Collateral, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such other Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Subsidiary Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Hedge Agreement, any Secured Hedge Cash Management Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower Borrowers against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Final Date. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of RailAmerica. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s reasonable expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent or the Secured Parties. If any Guarantor attempts to revoke this Guarantee, any such revocation by any such Guarantor shall not affect the liability of such or any other Guarantor for any Obligations incurred prior to the receipt by Administrative Agent of such notice of revocation. Upon receipt of any such notice of revocation, all Obligations shall mature and become immediately due and payable.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, subject to any notice requirements contained in the Orders, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Guarantee and the Orders; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuarantee and the Orders. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any DIP Note or any other Credit DIP Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such any Guarantor. This Section 10 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to be benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, Credit or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and any Secured Party against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Hedge Agreement the Credit Parties against may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of the Obligations to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Term Loan Credit Agreement, any other Credit Document, any Letter of Credit, Secured Hedging Agreement or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. To the fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to EXECUTION VERSION extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Term Loan Credit Agreement and any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender or the Issuing Lender upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders and the Issuing Lender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any Note or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender or the Issuing Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.the

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all . All dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to, notice of acceptance and any other notice in respect of the Obligations or any part of themupon, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to, and each Guarantor waives to the fullest extent permitted by applicable law, any and all defenses that it might otherwise have with respect to or as a result of, (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party Party, (c) release or non-perfection of any Lien or any Collateral, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such other Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Credit Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until Payment in Full, notwithstanding that from time to time any Credit Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Secured Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee contained in this Guarantee Article X or acceptance of the guarantee contained in this Guarantee. All Article X; the Secured Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Article X; and all dealings between the Borrower and or any of the GuarantorsGuarantor, on the one hand, and the Collateral Agent and the other Secured Parties, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Guarantee. To the fullest extent permitted by applicable law, each Article X. Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability upon such Guarantor or other defense of the Borrower or any of the Guarantors with respect to the Secured Obligations. Each Guarantor understands and agrees that To the full extent permitted by law, the guarantee contained in this Guarantee Article X shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge this Agreement, any of the Secured Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) the legality under applicable Laws of repayment by the Borrower of the Secured Obligations or the adoption of any requirement of law purporting to render any Secured Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the Borrower) that which may at any time be available to or be asserted by such Guarantor against any Secured Party, (d) any change in ownership of the Borrower, any merger or consolidation of the Borrower against the Collateral Agent into another Person or any other Secured Party loss of the Borrower separate legal identity or existence, or (ce) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such any Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the any Secured Obligations, or of such any Guarantor under the guarantee contained in this Guarantee, Article X in bankruptcy or in any other instance. When any Secured Party is pursuing its rights and remedies hereunder under this Article X against any Guarantor, the Collateral Agent and any other such Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such Guarantor the Borrower of any liability hereunder, under this Article X and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such any Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor Fujitsu waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver modification or accrual of any of the Obligations, Fujitsu Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Company upon this Guarantee Fujitsu Guaranty or acceptance of this Guarantee. All Obligations Fujitsu Guaranty; the Fujitsu Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the Fujitsu Guaranty; and all dealings between the Borrower Fujitsu Member and any of the GuarantorsFujitsu, on the one hand, and the Collateral Agent Company or AMD and the other Secured PartiesAMD Member, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the Fujitsu Guaranty. Fujitsu Confidential treatment has been requested for portions of this Guaranteeexhibit. To The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. agrees that (i) any notice provided under this Agreement to Fujitsu Member (including any demand for payment or notice of default or non payment) shall be deemed to constitute notice to Fujitsu for purposes hereof and (ii) any knowledge of Fujitsu Member shall be deemed knowledge of Fujitsu for purposes hereof. Nothing in this Article 12 shall be deemed to constitute a waiver of, or prevent Fujitsu from asserting, any valid defense that may be asserted by Fujitsu Member. Fujitsu waives to the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and Applicable Law any other notice in respect defense whatsoever to the performance of the Fujitsu Guaranteed Obligations or any part of themthat would not constitute a valid defense by Fujitsu Member (including, and without limitation, any defense arising that may be derived from or afforded by reason Applicable Law that limits the liability of any disability or other defense of the Borrower exonerates guarantors or any of the Guarantors with respect to the Obligationssureties). Each Guarantor Fujitsu understands and agrees that this Guarantee Fujitsu Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreementthis Agreement or this Article 12, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Fujitsu Member or such GuarantorFujitsu) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Fujitsu Member for the Fujitsu Guaranteed Obligations, or of such Guarantor Fujitsu under this Guarantee, the Fujitsu Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorFujitsu, the Collateral Agent and any other Secured Party Company, AMD or AMD Member may, but shall be under no obligation to (and Fujitsu irrevocably and unconditionally waives to the fullest extent permitted by Applicable Law any right Fujitsu may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to), make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Fujitsu Member or any other Person or against any collateral security or guarantee guaranty for the Fujitsu Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or Company to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Fujitsu Member or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Borrower Fujitsu Member or any Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve such Guarantor Fujitsu of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent Company against Fujitsu. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any Secured Party, (c) any law or regulation of any jurisdiction, or any other event, affecting any term of any Borrower Obligation or the Administrative Agent's or any Secured Party Party's rights with respect thereto or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of applicable law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each The Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Guaranteed Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Term B-4 Lender upon this Guarantee or acceptance of this Guarantee. All Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesTerm B-4 Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawApplicable Law, each the Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each The Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity, regularity or enforceability of the Amended and Restated Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyTerm B-4 Lender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party Term B-4 Lender or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Guaranteed Obligations, or of such the Guarantor under this Guarantee, in bankruptcy or in any other instance, other than a discharge upon the payment in full of the Guaranteed Obligations (other than any contingent indemnity obligations not then due). When pursuing its rights and remedies hereunder against any the Guarantor, the Collateral Administrative Agent and any other Secured Party mayTerm B-4 Lender may without prejudice to the Guarantor’s right of subrogation in Section 2.4, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations (other than any contingent indemnity obligations not then due) or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party Term B-4 Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties Term B-4 Lender against such the Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligations with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee the guarantee contained herein or acceptance of this Guarantee. All Obligations the guarantee contained herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained herein; and all dealings between the Borrower Company and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained herein. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee the guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Company or any other Secured Party Person against any Guaranteed Party, (c) any law or regulation of any jurisdiction or any other event affecting any term of the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.)

Guarantee Absolute and Unconditional. (a) Each Guarantor AMD waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver modification or accrual of any of the Obligations, AMD Guaranteed Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Company upon this Guarantee AMD Guaranty or acceptance of this Guarantee. All Obligations AMD Guaranty; the AMD Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the Confidential treatment has been requested for portions of this Guarantee, exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. AMD Guaranty; and all dealings between the Borrower AMD Member and any of the GuarantorsAMD, on the one hand, and the Collateral Agent Company or Fujitsu and the other Secured PartiesFujitsu Member, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the AMD Guaranty. AMD agrees that (i) any notice provided under this GuaranteeAgreement to AMD Member (including any demand for payment or notice of default or non payment) shall be deemed to constitute notice to AMD for purposes hereof and (ii) any knowledge of AMD Member shall be deemed knowledge of AMD for purposes hereof. To Nothing in this Article 11 shall be deemed to constitute a waiver of, or prevent AMD from asserting, any valid defense that may be asserted by AMD Member. AMD waives to the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and Applicable Law any other notice in respect defense whatsoever to the performance of the AMD Guaranteed Obligations or any part of themthat would not constitute a valid defense by AMD Member (including, and without limitation, any defense arising that may be derived from or afforded by reason Applicable Law that limits the liability of any disability or other defense of the Borrower exonerate guarantors or any of the Guarantors with respect to the Obligationssureties). Each Guarantor AMD understands and agrees that this Guarantee AMD Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity, regularity validity or enforceability of the Credit Agreementthis Agreement or this Article 11, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower AMD Member or such GuarantorAMD) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower AMD Member for the AMD Guaranteed Obligations, or of such Guarantor AMD under this Guarantee, the AMD Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any GuarantorAMD, the Collateral Agent and any other Secured Party Company, Fujitsu or Fujitsu Member may, but shall be under no obligation to (and AMD irrevocably and unconditionally hereby waives to the fullest extent permitted by Applicable Law any right AMD may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to) make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor AMD Member or any other Person or against any collateral security or guarantee guaranty for the AMD Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or Company to make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower AMD Member or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Borrower AMD Member or any Guarantor or any such other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve such Guarantor AMD of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent Company against AMD. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all . All dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to, notice of acceptance and any other notice in respect of the Obligations or any part of themupon, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Credit Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until Facility Termination, notwithstanding that from time to time any Credit Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the ObligationsGuaranteed Obligations (including as a result of the provision of any Incremental Revolving Commitments or Supplemental Revolving Commitments), and notice of or proof of reliance by the Collateral Agent or any other ABL Secured Party upon this Guarantee Guaranty or acceptance of this Guarantee. All Guaranty, the Guaranteed Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, Guaranty; and all dealings between the Borrower ABL Borrowers and any of the other Guarantors, on the one hand, and the Collateral Agent and the other ABL Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeGuaranty. To Each Guarantor waives, to the fullest maximum extent permitted by applicable law, each Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of to or upon the Obligations ABL Borrowers or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that this Guarantee Guaranty shall (to the maximum extent permitted by law) be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the ABL Credit Agreement, any other Credit Loan Document, any Letter of CreditSecured Hedge Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the other Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other ABL Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the any ABL Borrower against the Collateral Agent or any other ABL Secured Party Party, (c) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations by the Guarantors or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the any ABL Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any ABL Borrower for the Guaranteed Obligations, or of such Guarantor under this GuaranteeGuaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other ABL Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the such ABL Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other ABL Secured Party to pursue such other rights or remedies or to collect any payments from the such ABL Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any ABL Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other ABL Secured Parties against such Guarantor. To the maximum extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against any ABL Borrower or any other Guarantor, as the case may be, or any security. Each Guarantor expressly waives all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel the Collateral Agent or Lenders to marshal assets. If acceleration of the time for payment of any Guaranteed Obligation by any ABL Borrower or the applicable Guarantor is stayed by reason of the insolvency or receivership of such ABL Borrower or the applicable Guarantor or otherwise, all Guaranteed Obligations otherwise subject to acceleration under the terms of any Secured Debt Document shall nonetheless be payable by the Guarantors hereunder. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other ABL Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Release Date, notwithstanding that from time to time during the term of the ABL Credit Agreement and any Secured Hedge Agreement or Secured Cash Management Agreement the Loan Parties may be free from any Guaranteed Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Canadian Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations and notice of or proof of reliance by the ABL Collateral Agent, the Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; each of the Borrower Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between any of the Borrower Borrowers and any of the Canadian Guarantors, on the one hand, and the ABL Collateral Agent, the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To Each Canadian Guarantor waives, to the fullest maximum extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the other Canadian Guarantors with respect to any of the Borrower Obligations. Each Canadian Guarantor understands and agrees agrees, to the extent permitted by law, that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard and not of collection. Each Canadian Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity, regularity validity or enforceability of the ABL Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the ABL Collateral Agent, the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Borrower Borrowers against the ABL Collateral Agent, the Administrative Agent or any other Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, non-perfection, taking, or release of Collateral, (e) any change in the structure or existence of any of the Borrowers, (f) any application of Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the ABL Collateral Agent, the Administrative Agent or any other Secured Party with respect thereto, including, without limitation, (i) 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, (ii) 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, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Borrower or any Canadian Guarantor of any assets or their use, or of the ability to operate its business or a material part thereof, or (civ) 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 (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of any of the Borrower Borrowers or such Canadian Guarantor) or any existence of or reliance on any representation by the Secured Parties that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrowers for the Borrower for the Obligations, or of such Canadian Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Canadian Guarantor, the ABL Collateral Agent, the Administrative Agent and any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the Borrower or Borrowers, any other Canadian Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations guaranteed by such Canadian Guarantor hereunder or any right of offset with respect thereto, and any failure by the ABL Collateral Agent, the Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any of the Borrower or Borrowers, any other Canadian Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Canadian Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Canadian Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the ABL Collateral Agent, the Administrative Agent and the or any other Secured Parties Party against such any Canadian Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Guarantors waive (ai) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, and (ii) notice of or proof of reliance by the Collateral Agent or any other Secured Lender Party upon this Guarantee or and (iii) acceptance of this GuaranteeGuarantee by any Lender Party. All Each of the Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, and all . All dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Collateral Agent each Lender Party and the other Secured PartiesBorrowers, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives The Guarantors waive diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations Borrowers or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands The Guarantors understand and agrees agree that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, the Note or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Lender Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Borrowers against the Collateral Agent or any other Secured Party Lender Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantorthe Guarantors) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor the Guarantors under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Guarantors, any Guarantor, the Collateral Agent and any other Secured Lender Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured such Lender Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor the Guarantors of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of such Lender Party against the Collateral Agent Guarantors. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each of the Guarantors and its respective successors and assigns, and shall inure to the benefit of each Lender Party, and its respective successors, indorsees, transferees and assigns, until all the Obligations and the other Secured Parties against such Guarantorobligations of the Guarantors under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers, individually or collectively, may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the any Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Agreement or Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such GuarantorGuarantor ) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the a Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor The Borrower waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party Lender upon this Guarantee Agreement or acceptance of this Guarantee. All Obligations Agreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, Agreement; and all dealings between the Term Loan Borrower or the Foreign Subsidiary Borrowers and any of the GuarantorsBorrower, on the one hand, and the Collateral Administrative Agent and the other Secured PartiesLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. To the fullest extent permitted by applicable law, each Guarantor The Borrower waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance nonpayment to or upon the Term Loan Borrower or the Foreign Subsidiary Borrowers and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee This Section 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit this Agreement, any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Term Loan Borrower or the Foreign Subsidiary Borrowers against the Collateral Administrative Agent or any Lender, (c) any law, regulation, decree or order of any jurisdiction, or any other Secured Party event, affecting the Obligations or any Lender’s rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a nonDollar currency 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; or (cii) 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; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the companies in such jurisdiction of any payment obligation under the Obligations; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Term Loan Borrower or such Guarantorthe Foreign Subsidiary Borrowers or the Borrower) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Term Loan Borrower or the Foreign Subsidiary Borrowers for the Obligations, or of such Guarantor the Borrower under this GuaranteeSection 12, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantorthe Borrower, the Collateral Administrative Agent and any other Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Term Loan Borrower or any Guarantor the Foreign Subsidiary 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 Collateral Administrative Agent or any other Secured Party Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Term Loan Borrower or any Guarantor the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such Guarantor the Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Lender against the Borrower. This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the other Secured Parties against such GuarantorLenders, and their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Term Loan Borrower or the Foreign Subsidiary Borrowers may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrenceIncurrence, renewal, extension, amendment, waiver or accrual of any of the ObligationsObligations (including as a result of the Incurrence of Incremental Facilities), and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All , the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurredIncurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives promptness, diligence, promptness, presentment, protest and protest, notice of protest, demand for payment or performance, and notice of default default, acceleration or nonpayment, notice of acceptance nonpayment and any other notice in respect of the Obligations to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, Secured Hedging Agreement or any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Party, (c) any default, failure or delay, willful or otherwise, in the performance of the Obligations by the Guarantors or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party maymay elect, but shall be under no obligation toobligation, to pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. To the fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or any other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee D-6 EAST\142256231.3 or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.. (b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until Payment in Full, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Hedge Agreement the Credit Parties may be free from any Obligations. (c) A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.1

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any Secured Party, (c) any law or regulation of any jurisdiction, or any other event, affecting any term of any Borrower Obligation or the Administrative Agent's or any Secured Party Party's rights with respect thereto or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.contained in this

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral any Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent Agents and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Specified Hedge Agreement, any of the Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral any Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral any Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for from the Borrower Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral any Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral any Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Secured Party against any Guarantor. For the Collateral Agent purposes hereof "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or any other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee EAST\142256231.3 or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Borrower Obligations (other than any notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement) and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this Guarantee. All Obligations Section 2; the Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of upon the Borrower or any of the Guarantors with respect to the ObligationsBorrower Obligations (other than any diligence, presentment, protest, demand or notice with respect to any Guarantor Hedge Agreement Obligation with respect to which such Guarantor is a primary obligor and to which it is entitled pursuant to the applicable Specified Hedge Agreement). Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Guarantee Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Borrower Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations, or of such Guarantor under the guarantee of such Guarantor contained in this GuaranteeSection 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunderunder this Section 2, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent or any Secured Party against any Guarantor. For the purposes hereof, "demand" shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Subsidiary Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon the guarantee contained in this Guarantee or acceptance of the guarantee contained in this Guarantee. All Obligations ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon the guarantee contained in this Guarantee, ; and all dealings between the Borrower Borrowers and any of the Guarantorsother Credit Parties, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Guarantee. To Each Subsidiary Guarantor waives except to the fullest extent permitted that any such waiver would be expressly prohibited by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Borrowers or any of the other Guarantors with respect to the Obligations. Each Subsidiary Guarantor understands and agrees that this Guarantee its guarantee contained herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance and solely after the final payment in full in cash of the Obligations other than indemnity and other contingent liabilities not yet due and payable, a defense arising from or in connection with the bad faith, gross negligence or willful misconduct of any Secured Party in respect of an indemnity Obligation) that which may at any time be available to or be asserted by the any Borrower or any other person against the Collateral Administrative Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Subsidiary Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Borrowers for the Obligations, or of such Subsidiary Guarantor Table of Contents under this Guaranteeits guarantee contained herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Collateral Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor or any other Person person or against any collateral security or guarantee for the any Obligations or any right of offset with respect thereto, and any failure by the Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Subsidiary Guarantor or any such other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person person or any such collateral security, guarantee or right of offset, shall not relieve such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other or any Secured Parties Party against such GuarantorSubsidiary Guarantor For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all . All dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to, notice of acceptance and any other notice in respect of the Obligations or any part of themupon, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Guaranteed Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.Signature Page

Guarantee Absolute and Unconditional. (a) Each The Co-Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Indenture Trustee upon this Guarantee the guarantee contained in Section 2.1 or acceptance of this Guarantee. All Obligations the guarantee contained in Section 2.1; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, the guarantee contained in Section 2.1; and all dealings between the Borrower Obligors and any of the GuarantorsCo-Guarantor, on the one hand, and the Collateral Agent and Indenture Trustee on behalf of the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guarantee contained in Section 2.1. To the fullest extent permitted by applicable law, each The Co-Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Obligors with respect to the Obligations. Each The Co-Guarantor understands and agrees that this Guarantee the guarantee contained in Section 2.1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Indenture or any other Credit Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Indenture Trustee on behalf of the Secured PartyParties, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent Obligors or any other Secured Party Person against the Indenture Trustee, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Obligors or such the Co-Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Obligors for the Obligations, or of such the Co-Guarantor under this Guaranteethe guarantee contained in Section 2.1, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Co-Guarantor, in each case at the Collateral Agent and any other Secured Party written direction of the Noteholders, the Indenture Trustee may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Guarantor Obligors 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 Collateral Agent or Indenture Trustee to so make any other Secured Party such demand, to pursue such other rights or remedies or to collect any payments from the Borrower Obligors or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower an Obligor or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such the Co-Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent Indenture Trustee against the Co-Guarantor. For the purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each The Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Benefitted Party upon this Guarantee or acceptance of this Guarantee. All Obligations ; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, amended or waived or accrued, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of Company or the GuarantorsGuarantor, on the one hand, and the Collateral Agent and the other Secured Benefitted Parties, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each The Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations Company or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, any other Credit DocumentNote, any Application, any Letter of Credit, any Secured Cash Management Agreement, other Credit Document or any Secured Hedge Agreementof the documents executed in connection therewith, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Benefitted Party, (b) any defensedefense (including, without limitation, any statute of limitations), set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Company against any Benefitted Party, (c) any change in the Collateral Agent time, manner or place of any application of collateral security, or proceeds thereof, to all or any of the Obligations, or any manner of sale or other disposition of any collateral security for all or any of the Obligations or any other Secured Party assets of the Company or any of its Subsidiaries, (d) any change, restructuring or termination of the corporate structure or existence of the Company or any of its Subsidiaries, or (ce) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such the Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Obligations, or of such the Guarantor under this Guarantee, in bankruptcy or in any other instance. When any Benefitted Party is pursuing its rights and remedies hereunder against any the Guarantor, the Collateral Agent and any other Secured such Benefitted Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Company 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 Collateral Agent or any other Secured such Benefitted Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve such the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Benefitted Parties against such the Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Guaranteed Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawApplicable Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Loan Agreement, any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Administrative Agent or any other Secured Guaranteed Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Administrative Agent or any other Secured Guaranteed Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Guaranteed Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Parent Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or any other defense of the Parent Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and not of collection (this Guarantee is a primary obligation of each Guarantor and not merely a contract of surety) without regard to and hereby waives, to the fullest extent permitted by applicable law, any and all defenses that it may have arising in connection with, (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any amendment to or waiver of, any provision of any thereof (including any change in time, place, manner, or place of payment, amendment, or waiver or increase thereof) or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) ), including but not limited to failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury, that may at any time be available to or be asserted by the any Parent Borrower against the Collateral Agent or any other Secured Party or or, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Parent Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Parent Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Parent Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the any Parent Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Parent Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any other Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability of its obligations hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all . All dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable lawRequirement of Law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to, notice of acceptance and any other notice in respect of the Obligations or any part of themupon, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors other Guarantor with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, Agreement or any other Credit Guaranteed Transaction Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any Guaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Primary Obligations of the Loan Parties and notice of or proof of reliance by the Collateral Agent or any other Secured Guaranteed Party upon this Guarantee or acceptance of this Guarantee. All ; the Primary Obligations of the Loan Parties, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guarantee, ; and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpaymentnonpayment to or upon the Borrower, notice of acceptance and any other notice in respect of the Loan Party with Primary Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the other Guarantors with respect to the ObligationsPrimary Obligations of the Loan Parties. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit Loan Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Primary Obligations of the Loan Parties or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party Person against any Guaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such other Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Loan Parties for the their Primary Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Primary Obligations of the Loan Parties or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Guaranteed Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Guaranteed Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and the other Secured Parties against such Guarantorcontinuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, any requirement that the Collateral Agent or any other Secured Party exhaust any right or remedy or proceed against the Borrower or other Guarantor under the Credit Documents, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor further waives, to the fullest extent permitted by law, the following rights: (i) that the assets of the Borrower or other Guarantors first be used, depleted and/or applied in satisfaction of their obligations under the Credit Documents prior to any amounts being claimed from or paid by any Guarantor, (ii) to require that the Borrower or other Guarantors be sued and all claims against the Borrower or other Guarantors be completed prior to an action or proceeding being initiated against such Guarantor, and (iii) to have its obligations hereunder be divided among the Guarantors, such that each Guarantor’s obligation would be less than the full amount claimed. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) the absence of any attempt to collect on any obligations or any part there from either Borrower or any other Guarantor or other action to enforce the same or any action to enforce any Credit Document or any Lien thereunder, (c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral or other security for any Obligations, (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against a Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against collecting, any Obligation (or any interest thereon) in or as a result of any such proceeding, (e) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement or any other Credit Document or any other agreement or instrument relating thereto, (f) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or other security for any Obligations or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral or other security for any Obligations in accordance with such Secured Party’s rights under any applicable law, (g) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (ch) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release release, or any reduction in the liability, of the Borrower or any Guarantor or any such other Person or any release of any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives waives, to the fullest extent permitted by applicable law, any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Party upon this Guarantee the guaranty contained in Section 1 or acceptance of this Guarantee. All Obligations the guaranty contained in Section 1; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived amended or accruedwaived, in reliance upon this Guaranteethe guaranty contained in Section 1, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Administrative Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guaranteethe guaranty contained in Section 1. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and nonpayment to or upon any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee the guaranty contained in Section 1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard regard, to the extent permitted by applicable law, to (a) the validity, regularity validity or enforceability of the Credit Agreement, Agreement or any other Credit DocumentLoan Document (including any amendment, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreementconsent or waiver thereto), any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performancethat the Obligations have been paid in full) that which may at any time be available to or be asserted by the any Borrower or any other Person against the Collateral Administrative Agent or any other Secured Party or Party, (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guaranteethe guaranty contained in Section 1, in bankruptcy bankruptcy, workout, insolvency, reorganization, arrangement, liquidation or dissolution or in any other instance, (d) the absence of (i) any attempt to collect any Obligation or any part thereof from any Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder, (e) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any Collateral, or (f) any foreclosure, whether or not through judicial sale, and any other sale or other disposition of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights under any applicable law. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Collateral Guarantor Administrative Agent and or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any Borrower, any other Guarantor 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 Collateral Administrative Agent or any other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any Borrower, any other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any Borrower, any other Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of Administrative Agent or any Secured Party against any Guarantor. For the Collateral Agent purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Each Guarantor authorizes Administrative Agent, at the request of the Required Lenders, without notice to such Guarantor, irrespective of any change in the financial condition of any Borrower, any Guarantor or any other guarantor of the Obligations since the date hereof, and without affecting or impairing in any way the liability of any Guarantor hereunder, from time to time to (a) create new Obligations, and, either before or after receipt of notice of revocation, renew, compromise, extend, accelerate or otherwise change the time for payment or performance of, or otherwise change, amend or waive the terms of the Obligations or any part thereof, including increase or decrease of the rate of interest thereon; (b) take and hold security for the payment or performance of the Obligations and exchange, enforce, waive or release any such security; (c) apply such security and direct the order or manner of sale thereof; (d) purchase such security at a public or private sale; (e) otherwise exercise any right or remedy it may have against any Borrower, any Guarantor, any other guarantor of the Obligations or any security, including the right to foreclose upon any such security by judicial or nonjudicial sale; (f) settle, compromise with, release or substitute any one or more makers, endorsers or guarantors of the Obligations; and (g) assign the Obligations, this Guaranty, or the other Loan Documents in whole or in part. Each Guarantor hereby agrees that none of the foregoing acts constitutes a material alteration of such Guarantor’s liability hereunder and specifically waives any such defense to liability otherwise arising by reason of any such act. Each Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time, payment of the Obligations or any part thereof is rescinded or must otherwise be restored by the Secured Parties against upon or as a result of the bankruptcy or reorganization of any Borrower or otherwise. If after receipt of any payment of, or the proceeds of any Collateral for, all or any part of the Obligations, the Secured Parties are compelled to surrender or voluntarily surrender such Guarantorpayment or proceeds to any Person because such payment or application of proceeds is or may be avoided, invalidated, recaptured or set aside as a preference, fraudulent conveyance, impermissible setoff, or for any other reason, whether or not such surrender is the result of: (i) any judgment, decree or order of any court or administrative body having jurisdiction over the Secured Parties or Administrative Agent; or (ii) any settlement or compromise by the Secured Parties of any claim as to any of the foregoing, with any Person (including any Borrower), then the Obligations or affected part thereof shall be reinstated and continue and this Guaranty shall be reinstated and continue in full force as to such Obligations or part thereof as if such payment or proceeds had not be received, notwithstanding any previous cancellation of any instrument delivered to evidence the satisfaction thereof. The provisions hereof shall survive the termination of this Guaranty and any satisfaction and discharge by any Borrower by virtue of any payment, court order, or any federal or state law.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the any Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the any Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the any Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against the any Borrower or any Guarantor 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 Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the a Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver extension or accrual of any of the Obligations, Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party Lender upon this Guarantee or acceptance of this Guarantee. All Obligations The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived annexed or accruedwaived, in reliance upon this Guarantee, and all dealings between the Borrower and Company or any of the Guarantors, on the one hand, Guarantors and the Collateral Agent and the other Secured Parties, on the other hand, or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of nonpayment to or upon the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower Company or any of the Guarantors with respect to the ObligationsObligations or this Guarantee. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (whether or not the Guarantor or the Company shall have any knowledge or notice of any of the following) (a) the validity, regularity or enforceability of the Revolving Credit Agreement, any other Credit Documentthe Revolving Notes, any Letter the Swing Line Note, the Standby Letters of Credit, any Secured Cash Management Agreement, any Secured Hedge Agreementof the other Credit Documents, any of the Obligations or any other collateral security therefor therefore or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured PartyLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that which may at any time be available to or be asserted by the Borrower Company against the Collateral Agent or any other Secured Party or Lender, (c) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Credit Documents or any other instrument or agreement applicable to any of the parties to such agreements, or any furnishing or acceptance of additional security, or any release of, exchange or action with respect to any security, for the obligations of the Company under the Credit Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral security; (d) any exercise, nonexercise or waiver of any right, remedy, power or privilege under or in respect of any Credit Document or any obligation or liability contained therein or any failure to mitigate damages under any Credit Document or any waiver of any such right, remedy, power or privilege or any failure to give any notice (including notice of an Event of Default) to any Credit Party; (e) any extension of time for payment of any Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Credit Document, or the extension or the renewal of any thereof; and (f) any other law, rule, regulation, event, condition or circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such Guarantor) that which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower Company for the Obligations, or of such Guarantor under this GuaranteeGuarantee (or of a guarantor or surety in general), in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party Lender may, but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower or any Guarantor Company or any other Person or against any collateral security or guarantee for the Obligations or any right of offset set-off with respect thereto, and any failure by the Collateral Agent or any other Secured Party Lender to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of the Borrower or any Guarantor Company or any such other Person or any such collateral security, guarantee or right of offsetset-off, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Lender against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agent and the other Secured Parties against such GuarantorLenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, no Standby Letter of Credit shall remain outstanding or not fully cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Revolving Credit Agreement the Company may be free from any Obligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any of the Obligations, and notice of or proof of reliance by the Collateral Administrative Agent or any other Secured Guaranteed Party upon this Guarantee or acceptance of this Guarantee. All The Obligations or any of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the GuarantorsCredit Parties, on the one hand, and the Collateral Administrative Agent and the other Secured Guaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment or performance, and notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations nonpayment to or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or upon any of the Guarantors Credit Parties with respect to the Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Hedge Agreement, any Secured Hedge Cash Management Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Trustee, the Administrative Agent or any other Secured Guaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by any of the Borrower Credit Parties against the Collateral Administrative Agent or any other Secured Guaranteed Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such GuarantorCredit Party) that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrower Credit Parties for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Administrative Agent and any other Secured Guaranteed Party may, but shall be under no obligation to, pursue such rights and remedies as it may have against any of the Borrower or any Guarantor Credit Parties 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 Collateral Administrative Agent or any other Secured Guaranteed Party to pursue such other rights or remedies or to collect any payments from any of the Borrower or any Guarantor Credit Parties or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the Borrower or any Guarantor Credit Parties or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Administrative Agent and the other Secured Guaranteed Parties against such Guarantor.